GENERAL TERMS AND CONDITIONS OF SUPPLY
1. NATURE, VALIDITY, AND EFFECTIVENESS OF THE GENERAL TERMS
These general terms and conditions of contract (General Terms) govern, to the extent applicable from time to time, every agreement (Contract) entered into and/or executed in Italy or abroad between a customer (Customer or Party) and Stagnoli TG s.r.l. (Stagnoli or Party), with registered office at 25017 Lonato del Garda (BS) Via Mantova, I Traversa, 105 a/b (Customer and Stagnoli collectively the Parties) regarding: The supply of standard products (e.g., spur gears, pinions, pulleys, etc.), standard accessories (e.g., racks, traffic lights, sensors, etc.), special/customized products and accessories (e.g., gears or other items with various markings, holes, and customizations) and/or; The design and construction of injection molds for thermoplastic materials and/or the production of gears, gearboxes, transmission parts and technical details, custom parts and/or; Any other related or independent relationship concerning consultancy, technical assistance, molding (including production on behalf of third parties), and the provision of ancillary services. The General Terms are deemed to be known and accepted without reservation upon the conclusion of the Contract and form an integral part thereof; the Customer waives any general conditions that they may use or apply. Any special conditions and/or derogations and/or amendments to the General Terms (Special Conditions) must be agreed upon in writing. For matters not established in the General Terms or the Contract, the provisions of the Italian Civil Code shall apply. The original text of the General Terms is drafted in the Italian language. The original text may also be translated by Stagnoli into foreign language(s) to facilitate the dissemination of the provisions contained therein, without this in any way affecting the exclusive validity between the parties of the text drafted in Italian. The General Terms can be consulted on Stagnoli's website at www.stagnoli.com.
These general terms and conditions of contract (General Terms) govern, to the extent applicable from time to time, every agreement (Contract) entered into and/or executed in Italy or abroad between a customer (Customer or Party) and Stagnoli TG s.r.l. (Stagnoli or Party), with registered office at 25017 Lonato del Garda (BS) Via Mantova, I Traversa, 105 a/b (Customer and Stagnoli collectively the Parties) regarding: The supply of standard products (e.g., spur gears, pinions, pulleys, etc.), standard accessories (e.g., racks, traffic lights, sensors, etc.), special/customized products and accessories (e.g., gears or other items with various markings, holes, and customizations) and/or; The design and construction of injection molds for thermoplastic materials and/or the production of gears, gearboxes, transmission parts and technical details, custom parts and/or; Any other related or independent relationship concerning consultancy, technical assistance, molding (including production on behalf of third parties), and the provision of ancillary services. The General Terms are deemed to be known and accepted without reservation upon the conclusion of the Contract and form an integral part thereof; the Customer waives any general conditions that they may use or apply. Any special conditions and/or derogations and/or amendments to the General Terms (Special Conditions) must be agreed upon in writing. For matters not established in the General Terms or the Contract, the provisions of the Italian Civil Code shall apply. The original text of the General Terms is drafted in the Italian language. The original text may also be translated by Stagnoli into foreign language(s) to facilitate the dissemination of the provisions contained therein, without this in any way affecting the exclusive validity between the parties of the text drafted in Italian. The General Terms can be consulted on Stagnoli's website at www.stagnoli.com.
2. CONCLUSION OF THE CONTRACT
Stagnoli, with the potential participation and contribution of the Customer and based on any order from the Customer (Order) and/or indications from the Customer and/or information and documents transmitted by the latter, shall prepare the offer (Offer) containing the price, timelines, and any Special Conditions, and shall send it in writing to the Customer. Through the Offer, Stagnoli may modify the Order, in whole or in part, taking into account stock availability and/or current production capacity and/or for any other reason. The absence of an explicit Offer formulated by Stagnoli shall not, under any circumstances, be considered as tacit acceptance of the Order or of any proposal by the Customer, however formulated. The Offer is valid for a maximum of 30 calendar days, after which it will automatically become void and acceptance will no longer be possible, unless otherwise indicated by Stagnoli. The Contract is finalized (perfected) at the moment Stagnoli receives, including via e-mail, the written acceptance of the Offer from the Customer (Acceptance). Acceptance automatically entails the acceptance of the General Terms.
Stagnoli, with the potential participation and contribution of the Customer and based on any order from the Customer (Order) and/or indications from the Customer and/or information and documents transmitted by the latter, shall prepare the offer (Offer) containing the price, timelines, and any Special Conditions, and shall send it in writing to the Customer. Through the Offer, Stagnoli may modify the Order, in whole or in part, taking into account stock availability and/or current production capacity and/or for any other reason. The absence of an explicit Offer formulated by Stagnoli shall not, under any circumstances, be considered as tacit acceptance of the Order or of any proposal by the Customer, however formulated. The Offer is valid for a maximum of 30 calendar days, after which it will automatically become void and acceptance will no longer be possible, unless otherwise indicated by Stagnoli. The Contract is finalized (perfected) at the moment Stagnoli receives, including via e-mail, the written acceptance of the Offer from the Customer (Acceptance). Acceptance automatically entails the acceptance of the General Terms.
3. PRICE AND EXPENSES
The consideration (Price) must be paid, following the issuance of the relevant tax document by Stagnoli, in accordance with the following methods, without prejudice to any Special Conditions: 30% of the Price upon the conclusion of the Contract; 70% of the Price in installments to be determined in the Contract based on the activity, characteristics, and timing of the performance, and in any event no later than the full execution of the performance. Stagnoli reserves the right to modify the Price whenever there is a justified reason that is subsequent to and unforeseeable at the time of the Offer/Order (e.g., increase in costs of raw materials and/or suppliers and/or transport, price list variations, necessity/request for variants, additional activity, consultancy, maintenance, technical assistance, etc.). In addition to paying the Price, the Customer shall reimburse Stagnoli for any expenses (Expenses) incurred for tests, travel, reproduction of drawings, and anything else requested and not provided for in the ordinary course of business. The Price does not include any costs for packaging, customs duties, assembly costs, testing, or commissioning, all of which remain the responsibility of the Customer. Each payment must be made within 30 days end of month from the invoice date, unless a different deadline is specified in the tax document. In the event of late payment, interest for late payment shall apply to the outstanding balance pursuant to Art. 4 of Legislative Decree 231/2002. In the event of delayed, missing, or partial payment—even of a single installment—Stagnoli shall have the right to suspend the execution of the Contract, without prejudice to the right to terminate the Contract itself.
The consideration (Price) must be paid, following the issuance of the relevant tax document by Stagnoli, in accordance with the following methods, without prejudice to any Special Conditions: 30% of the Price upon the conclusion of the Contract; 70% of the Price in installments to be determined in the Contract based on the activity, characteristics, and timing of the performance, and in any event no later than the full execution of the performance. Stagnoli reserves the right to modify the Price whenever there is a justified reason that is subsequent to and unforeseeable at the time of the Offer/Order (e.g., increase in costs of raw materials and/or suppliers and/or transport, price list variations, necessity/request for variants, additional activity, consultancy, maintenance, technical assistance, etc.). In addition to paying the Price, the Customer shall reimburse Stagnoli for any expenses (Expenses) incurred for tests, travel, reproduction of drawings, and anything else requested and not provided for in the ordinary course of business. The Price does not include any costs for packaging, customs duties, assembly costs, testing, or commissioning, all of which remain the responsibility of the Customer. Each payment must be made within 30 days end of month from the invoice date, unless a different deadline is specified in the tax document. In the event of late payment, interest for late payment shall apply to the outstanding balance pursuant to Art. 4 of Legislative Decree 231/2002. In the event of delayed, missing, or partial payment—even of a single installment—Stagnoli shall have the right to suspend the execution of the Contract, without prejudice to the right to terminate the Contract itself.
4. PERFORMANCE OF THE CONTRACT
The Parties shall execute the Contract in compliance with the principles of fairness and good faith. The timelines for the performance of the Contract shall run from the date of the conclusion of the Contract. In the event of modifications agreed upon in writing by the Parties, the timelines shall be extended accordingly.
The Parties shall execute the Contract in compliance with the principles of fairness and good faith. The timelines for the performance of the Contract shall run from the date of the conclusion of the Contract. In the event of modifications agreed upon in writing by the Parties, the timelines shall be extended accordingly.
5. DATA, INFORMATION, AND DOCUMENTS
For the purpose of the correct and punctual performance of the Contract, the Customer shall provide Stagnoli in writing with all necessary information, including but not limited to: the project concept, description of technical characteristics and functional specifications, any drawings, and any other element, document, and/or information useful for the performance of the Contract. Following the conclusion of the Contract, the Customer may provide Stagnoli in writing—and in a timely manner for the correct and prompt performance of the Contract—with any additional or supplementary data, information, or documents, indicating whether or how such details supplement, replace, or modify those previously provided. Stagnoli reserves the right to request further data, information, or documents if those provided by the Customer are insufficient; in the absence of a prompt written response from the Customer, Stagnoli shall suspend performance and may withdraw from the Contract. In any event, Stagnoli shall not be held liable for any delays or, in general, for the performance of the Contract resulting from the Customer's failure to communicate necessary or requested data, information, or documents. If additional clarifications—whether initiated by the Customer or requested by Stagnoli—involve changes affecting timelines, costs, and/or the Price, Stagnoli shall send the Customer an updated estimate of the timelines, costs, and Price. This estimate shall be deemed accepted unless expressly refused by the Customer within 5 (five) days; in the event of an express refusal, Stagnoli may withdraw from the Contract, without prejudice to the right to claim damages. Payment of any additional consideration must be made in advance in a single installment, following the issuance of the relevant tax document by Stagnoli.
For the purpose of the correct and punctual performance of the Contract, the Customer shall provide Stagnoli in writing with all necessary information, including but not limited to: the project concept, description of technical characteristics and functional specifications, any drawings, and any other element, document, and/or information useful for the performance of the Contract. Following the conclusion of the Contract, the Customer may provide Stagnoli in writing—and in a timely manner for the correct and prompt performance of the Contract—with any additional or supplementary data, information, or documents, indicating whether or how such details supplement, replace, or modify those previously provided. Stagnoli reserves the right to request further data, information, or documents if those provided by the Customer are insufficient; in the absence of a prompt written response from the Customer, Stagnoli shall suspend performance and may withdraw from the Contract. In any event, Stagnoli shall not be held liable for any delays or, in general, for the performance of the Contract resulting from the Customer's failure to communicate necessary or requested data, information, or documents. If additional clarifications—whether initiated by the Customer or requested by Stagnoli—involve changes affecting timelines, costs, and/or the Price, Stagnoli shall send the Customer an updated estimate of the timelines, costs, and Price. This estimate shall be deemed accepted unless expressly refused by the Customer within 5 (five) days; in the event of an express refusal, Stagnoli may withdraw from the Contract, without prejudice to the right to claim damages. Payment of any additional consideration must be made in advance in a single installment, following the issuance of the relevant tax document by Stagnoli.
6. AMENDMENTS AND VARIATIONS
The Customer may request partial amendments to the subject matter of the performance during the initial/design phase and, in any case, prior to the commencement of the performance. During the execution and/or production phase, the Customer may only request amendments for proven technical and industrialization reasons. Stagnoli shall inform the Customer whether it intends to accept the amendments. In any case, Stagnoli may refuse the amendments without incurring any liability. If the requested amendments affect timelines, costs, and/or the Price, Stagnoli shall send the Customer an updated estimate of the timelines, costs, and Price. This estimate shall be deemed accepted unless expressly refused by the Customer within 5 (five) days; in the event of an express refusal, Stagnoli may withdraw from the Contract, without prejudice to the right to claim damages. Payment of the additional consideration indicated by Stagnoli must always be made in advance in a single installment, following the issuance of the relevant tax document by Stagnoli.
The Customer may request partial amendments to the subject matter of the performance during the initial/design phase and, in any case, prior to the commencement of the performance. During the execution and/or production phase, the Customer may only request amendments for proven technical and industrialization reasons. Stagnoli shall inform the Customer whether it intends to accept the amendments. In any case, Stagnoli may refuse the amendments without incurring any liability. If the requested amendments affect timelines, costs, and/or the Price, Stagnoli shall send the Customer an updated estimate of the timelines, costs, and Price. This estimate shall be deemed accepted unless expressly refused by the Customer within 5 (five) days; in the event of an express refusal, Stagnoli may withdraw from the Contract, without prejudice to the right to claim damages. Payment of the additional consideration indicated by Stagnoli must always be made in advance in a single installment, following the issuance of the relevant tax document by Stagnoli.
7. MOLDING ON BEHALF OF THIRD PARTIES
The Customer may entrust the mold to Stagnoli for production on its behalf. In such a case, an annual or multi-year production batch, the relevant consideration, and the delivery schedule must be determined. The batch size may not be less than 1,000 units per year. The Customer remains obligated to pay for the agreed batch even in the event that it should suspend, cancel, or postpone production. Upon completion of the production period, the Customer is obliged to collect the mold within 15 (fifteen) days; in the event of failure to collect, Stagnoli may dispose of the mold, without prejudice to the right to payment of the relevant costs and the right to claim further damages. Once the deadline for collection has expired, Stagnoli shall not, under any circumstances, be held liable for the loss, destruction, or damage of the mold.
The Customer may entrust the mold to Stagnoli for production on its behalf. In such a case, an annual or multi-year production batch, the relevant consideration, and the delivery schedule must be determined. The batch size may not be less than 1,000 units per year. The Customer remains obligated to pay for the agreed batch even in the event that it should suspend, cancel, or postpone production. Upon completion of the production period, the Customer is obliged to collect the mold within 15 (fifteen) days; in the event of failure to collect, Stagnoli may dispose of the mold, without prejudice to the right to payment of the relevant costs and the right to claim further damages. Once the deadline for collection has expired, Stagnoli shall not, under any circumstances, be held liable for the loss, destruction, or damage of the mold.
8. DELIVERY
Stagnoli shall proceed with the delivery provided that the Customer has fulfilled its payment obligations; otherwise, Stagnoli shall have the right to suspend delivery without incurring any liability, including for any potential loss, destruction, or damage. In the event of a delivery delay by Stagnoli, the Customer may not refuse to collect the goods and/or refuse payment of the Price. If a delay is foreseeable, Stagnoli shall inform the Customer, indicating a new delivery date. In any case, the Customer waives any claim for termination, damages, or restitution. The Customer shall collect the goods within 15 (fifteen) days of Stagnoli’s notice of availability. In the event of a delay, Stagnoli shall be entitled to payment of the full Price and any costs associated with storage at Stagnoli’s or third-party warehouses, or with the carrier. In any case, Stagnoli reserves the right to terminate the Contract, retaining any amounts already collected; Stagnoli shall also be entitled to compensation for further damages. Delivery is Ex Works (EXW) Stagnoli, at the plant in Lonato del Garda or another secondary location that will be indicated to the Customer. Upon delivery, all risks are transferred to the Customer. The cost of the carrier, if advanced by Stagnoli, will be charged to the Customer in the invoice. The transport is covered by the carrier's insurance policy.
Stagnoli shall proceed with the delivery provided that the Customer has fulfilled its payment obligations; otherwise, Stagnoli shall have the right to suspend delivery without incurring any liability, including for any potential loss, destruction, or damage. In the event of a delivery delay by Stagnoli, the Customer may not refuse to collect the goods and/or refuse payment of the Price. If a delay is foreseeable, Stagnoli shall inform the Customer, indicating a new delivery date. In any case, the Customer waives any claim for termination, damages, or restitution. The Customer shall collect the goods within 15 (fifteen) days of Stagnoli’s notice of availability. In the event of a delay, Stagnoli shall be entitled to payment of the full Price and any costs associated with storage at Stagnoli’s or third-party warehouses, or with the carrier. In any case, Stagnoli reserves the right to terminate the Contract, retaining any amounts already collected; Stagnoli shall also be entitled to compensation for further damages. Delivery is Ex Works (EXW) Stagnoli, at the plant in Lonato del Garda or another secondary location that will be indicated to the Customer. Upon delivery, all risks are transferred to the Customer. The cost of the carrier, if advanced by Stagnoli, will be charged to the Customer in the invoice. The transport is covered by the carrier's insurance policy.
9. WITHDRAWAL
If Stagnoli cannot perform the service for any reason (e.g., impossibility due to fortuitous event or force majeure, catalog changes, the Customer's express refusal to pay additional consideration, requests for unfeasible modifications/variations, etc.), Stagnoli may freely withdraw from the Contract. In such an event, Stagnoli shall notify the Customer in writing of its intent to exercise the right of withdrawal. In any case, Stagnoli shall be entitled to retain any amounts already collected and to obtain payment for the activities carried out up to the time of withdrawal. The Customer may not withdraw from the contract and remains, in any event, obligated to pay the full Price, in addition to the payment of damages.
If Stagnoli cannot perform the service for any reason (e.g., impossibility due to fortuitous event or force majeure, catalog changes, the Customer's express refusal to pay additional consideration, requests for unfeasible modifications/variations, etc.), Stagnoli may freely withdraw from the Contract. In such an event, Stagnoli shall notify the Customer in writing of its intent to exercise the right of withdrawal. In any case, Stagnoli shall be entitled to retain any amounts already collected and to obtain payment for the activities carried out up to the time of withdrawal. The Customer may not withdraw from the contract and remains, in any event, obligated to pay the full Price, in addition to the payment of damages.
10. EXPRESS TERMINATION CLAUSE
The Contract shall be automatically terminated pursuant to Art. 1456 of the Italian Civil Code in the following cases: a) if the Customer fails to provide the data, information, and documents necessary for the performance of the Contract; b) if the Customer fails to cooperate in the performance of the Contract; c) if the Customer fails to pay by the agreed deadlines, pays late, and/or pays only in part; d) if the Customer fails to collect the goods within 15 (fifteen) days of the notice of availability. Should Stagnoli intend to invoke this express termination clause, it must notify the Customer in writing. In such an event, Stagnoli shall, in any case, be entitled to retain any amounts already received and to obtain payment for the activities carried out up to the moment of termination, without prejudice to the right to claim damages.
The Contract shall be automatically terminated pursuant to Art. 1456 of the Italian Civil Code in the following cases: a) if the Customer fails to provide the data, information, and documents necessary for the performance of the Contract; b) if the Customer fails to cooperate in the performance of the Contract; c) if the Customer fails to pay by the agreed deadlines, pays late, and/or pays only in part; d) if the Customer fails to collect the goods within 15 (fifteen) days of the notice of availability. Should Stagnoli intend to invoke this express termination clause, it must notify the Customer in writing. In such an event, Stagnoli shall, in any case, be entitled to retain any amounts already received and to obtain payment for the activities carried out up to the moment of termination, without prejudice to the right to claim damages.
11. INTELLECTUAL PROPERTY
All drawings and technical documents transmitted by one Party to the other within the scope of the Contract shall remain the property of the Party that transmitted them. Their use, copying, reproduction, as well as their transmission and communication to third parties, are prohibited without the consent of the interested Party. Neither Party, without the consent of the other Party, may use drawings, technical documents, or other technical information received within the scope of the Contract, or make any use of them other than that for which they were transmitted. Stagnoli reserves the right to be recognized as the author of the project (Designer) and/or the supplier of the product (Supplier). The Customer shall clearly and visibly indicate Stagnoli's name as the Designer/Supplier, including in all technical and industry-specific communications. Any reproduction, use, or dissemination by the Customer and/or third parties of the projects and any related information/documentation that has not been expressly authorized by Stagnoli is prohibited. Stagnoli may, in any case, oppose any use or disclosure of the projects that may prejudice its prestige and reputation, without prejudice in any case to the right to claim damages. Where the legal requirements are met, Stagnoli shall remain the exclusive owner of the right to patent and/or protect intellectual and industrial property rights in any manner. Stagnoli guarantees that it is the owner or, in any case, has the full and free enjoyment of the registered trademarks that may distinguish the products and/or certain components. It is expressly prohibited to remove, delete, supplement, alter in any way, or replace with others, the trademarks, acronyms, and other distinctive signs applied to the products and/or components and/or packaging. It is expressly prohibited to reproduce (wholly or partially) the trademarks and other distinctive signs owned by Stagnoli, as well as to use them in any other way for one's own purposes or those of third parties. It is expressly prohibited to reproduce, copy, or otherwise imitate products patented by or on behalf of Stagnoli or protected by other industrial or intellectual property rights in favor of Stagnoli.
All drawings and technical documents transmitted by one Party to the other within the scope of the Contract shall remain the property of the Party that transmitted them. Their use, copying, reproduction, as well as their transmission and communication to third parties, are prohibited without the consent of the interested Party. Neither Party, without the consent of the other Party, may use drawings, technical documents, or other technical information received within the scope of the Contract, or make any use of them other than that for which they were transmitted. Stagnoli reserves the right to be recognized as the author of the project (Designer) and/or the supplier of the product (Supplier). The Customer shall clearly and visibly indicate Stagnoli's name as the Designer/Supplier, including in all technical and industry-specific communications. Any reproduction, use, or dissemination by the Customer and/or third parties of the projects and any related information/documentation that has not been expressly authorized by Stagnoli is prohibited. Stagnoli may, in any case, oppose any use or disclosure of the projects that may prejudice its prestige and reputation, without prejudice in any case to the right to claim damages. Where the legal requirements are met, Stagnoli shall remain the exclusive owner of the right to patent and/or protect intellectual and industrial property rights in any manner. Stagnoli guarantees that it is the owner or, in any case, has the full and free enjoyment of the registered trademarks that may distinguish the products and/or certain components. It is expressly prohibited to remove, delete, supplement, alter in any way, or replace with others, the trademarks, acronyms, and other distinctive signs applied to the products and/or components and/or packaging. It is expressly prohibited to reproduce (wholly or partially) the trademarks and other distinctive signs owned by Stagnoli, as well as to use them in any other way for one's own purposes or those of third parties. It is expressly prohibited to reproduce, copy, or otherwise imitate products patented by or on behalf of Stagnoli or protected by other industrial or intellectual property rights in favor of Stagnoli.
12. VICES AND DEFECTS
Any notice of potential vices, defects, and/or non-conformities, or other issues, must be promptly formulated in writing within the statutory time limits and transmitted to Stagnoli by means of registered mail with return receipt (R.R.) or via certified e-mail (PEC). Any complaints, disputes, or findings raised by the Customer shall not, under any circumstances, entitle the Customer to suspend or otherwise delay the payments provided for in the Contract.
Any notice of potential vices, defects, and/or non-conformities, or other issues, must be promptly formulated in writing within the statutory time limits and transmitted to Stagnoli by means of registered mail with return receipt (R.R.) or via certified e-mail (PEC). Any complaints, disputes, or findings raised by the Customer shall not, under any circumstances, entitle the Customer to suspend or otherwise delay the payments provided for in the Contract.
13. WARRANTIES AND LIABILITY
Stagnoli guarantees compliance with technical specifications and intended use, as well as adherence to applicable laws and regulations in force. Stagnoli is in no way liable for the realization of any of its projects carried out by the Customer or by third parties, nor is it responsible for any related damages; the Customer shall indemnify and hold Stagnoli harmless against any prejudicial consequences. Stagnoli is in no way liable to the Customer or third parties for any use that the Customer or a third party may make of the products outside of, or for purposes unrelated to, the Contract, or for unknown, undeclared, or undisclosed uses. In this regard, the Customer shall indemnify and hold Stagnoli harmless against any prejudicial consequences. In any event, Stagnoli is not liable for any malfunctions or harmful consequences resulting from modifications to Stagnoli’s designs and/or products made by the Customer or third parties, or from the implementation of modifications requested by the Customer and not agreed upon by Stagnoli. Stagnoli is not liable for any vices, defects, or malfunctions arising from or otherwise connected to causes not attributable to it, such as incorrect or improper use, inappropriate or inadequate maintenance, faulty installation or poor repair, modifications made without Stagnoli’s written consent, design errors by the Customer or third parties, wear and tear, deterioration, etc. Should an event occur that could potentially lead to any liability on the part of Stagnoli, the Customer must promptly inform Stagnoli within and no later than 8 (eight) days from the occurrence or from the date they became aware (or should have become aware) of it; failing this, Stagnoli shall not be held liable, and the Customer shall not be entitled to any compensation or indemnity from Stagnoli. The Customer shall adopt the most appropriate measures to avoid and/or limit damages resulting from any vices, defects, or malfunctions. In any event, the Parties expressly acknowledge that the Price represents the maximum limit of Stagnoli’s potential financial liability. Stagnoli is never liable to the Customer for loss of production, loss of profit/earnings, loss of use, loss of opportunity (loss of chances), or for any other indirect loss or indirect damage.
Stagnoli guarantees compliance with technical specifications and intended use, as well as adherence to applicable laws and regulations in force. Stagnoli is in no way liable for the realization of any of its projects carried out by the Customer or by third parties, nor is it responsible for any related damages; the Customer shall indemnify and hold Stagnoli harmless against any prejudicial consequences. Stagnoli is in no way liable to the Customer or third parties for any use that the Customer or a third party may make of the products outside of, or for purposes unrelated to, the Contract, or for unknown, undeclared, or undisclosed uses. In this regard, the Customer shall indemnify and hold Stagnoli harmless against any prejudicial consequences. In any event, Stagnoli is not liable for any malfunctions or harmful consequences resulting from modifications to Stagnoli’s designs and/or products made by the Customer or third parties, or from the implementation of modifications requested by the Customer and not agreed upon by Stagnoli. Stagnoli is not liable for any vices, defects, or malfunctions arising from or otherwise connected to causes not attributable to it, such as incorrect or improper use, inappropriate or inadequate maintenance, faulty installation or poor repair, modifications made without Stagnoli’s written consent, design errors by the Customer or third parties, wear and tear, deterioration, etc. Should an event occur that could potentially lead to any liability on the part of Stagnoli, the Customer must promptly inform Stagnoli within and no later than 8 (eight) days from the occurrence or from the date they became aware (or should have become aware) of it; failing this, Stagnoli shall not be held liable, and the Customer shall not be entitled to any compensation or indemnity from Stagnoli. The Customer shall adopt the most appropriate measures to avoid and/or limit damages resulting from any vices, defects, or malfunctions. In any event, the Parties expressly acknowledge that the Price represents the maximum limit of Stagnoli’s potential financial liability. Stagnoli is never liable to the Customer for loss of production, loss of profit/earnings, loss of use, loss of opportunity (loss of chances), or for any other indirect loss or indirect damage.
14. FORCE MAJEURE
Stagnoli shall not be held liable in cases where the performance of the Contract becomes impossible or excessively burdensome due to force majeure. Force majeure includes, by way of example, the following circumstances beyond the control of the Parties: labor disputes, fire, acts of war, embargoes, military mobilization, insurrection, confiscation, seizure, restrictions on energy use, currency and export restrictions, epidemics, natural disasters, extreme natural events, acts of terrorism, as well as inconveniences, mishaps, or delays in deliveries by sub-contractors caused by any of the circumstances mentioned in this clause. In such cases, Stagnoli may suspend the performance of the Contract until the force majeure event ceases within a reasonable time, and in any event for a period not exceeding 3 (three) months; thereafter, it shall have the right to withdraw.
Stagnoli shall not be held liable in cases where the performance of the Contract becomes impossible or excessively burdensome due to force majeure. Force majeure includes, by way of example, the following circumstances beyond the control of the Parties: labor disputes, fire, acts of war, embargoes, military mobilization, insurrection, confiscation, seizure, restrictions on energy use, currency and export restrictions, epidemics, natural disasters, extreme natural events, acts of terrorism, as well as inconveniences, mishaps, or delays in deliveries by sub-contractors caused by any of the circumstances mentioned in this clause. In such cases, Stagnoli may suspend the performance of the Contract until the force majeure event ceases within a reasonable time, and in any event for a period not exceeding 3 (three) months; thereafter, it shall have the right to withdraw.
15. PROHIBITION OF ASSIGNMENT AND THIRD-PARTY COLLABORATION
The Contract, the rights arising therefrom, and the relevant receivables may not be assigned by the Customer to third parties, whether in whole or in part. The Customer expressly accepts that Stagnoli may avail itself of the collaboration of third parties for the performance of the Contract.
The Contract, the rights arising therefrom, and the relevant receivables may not be assigned by the Customer to third parties, whether in whole or in part. The Customer expressly accepts that Stagnoli may avail itself of the collaboration of third parties for the performance of the Contract.
16. APPLICABLE LAW AND EXCLUSIVE JURISDICTION
The Contract, including any subsequent amendments and/or supplements, is governed by Italian Law. For all disputes relating to the interpretation, application, or performance of the Contract, the Court of Brescia shall have exclusive jurisdiction.
The Contract, including any subsequent amendments and/or supplements, is governed by Italian Law. For all disputes relating to the interpretation, application, or performance of the Contract, the Court of Brescia shall have exclusive jurisdiction.
17. CONFIDENTIALITY
The Contract and any data, information, or documents concerning the Contract in any way are confidential in nature. The Parties undertake not to disclose to third parties the existence of the Contract, the terms and conditions contained therein, and/or the specific methods of its implementation, except in cases where disclosure is required by law, authorized in writing by the other Party, or necessary for judicial protection. The duty of confidentiality binding the Parties also extends to their collaborators and any third parties appointed by the Parties themselves, and shall remain in effect for 2 (two) years following the performance of the Contract.
The Contract and any data, information, or documents concerning the Contract in any way are confidential in nature. The Parties undertake not to disclose to third parties the existence of the Contract, the terms and conditions contained therein, and/or the specific methods of its implementation, except in cases where disclosure is required by law, authorized in writing by the other Party, or necessary for judicial protection. The duty of confidentiality binding the Parties also extends to their collaborators and any third parties appointed by the Parties themselves, and shall remain in effect for 2 (two) years following the performance of the Contract.
18. PRIVACY
All information relating to the processing of the Customer's personal data can be obtained by consulting Stagnoli’s website at www.stagnoli.com and is intended to be fully incorporated by reference into the Offer. Acceptance automatically entails consent to the processing of data in accordance with the law. Information and personal data will be processed in compliance with current laws regarding the protection and processing of personal data. Personal and commercial data relating to the Contract will be collected and stored by Stagnoli for the purpose of complying with legal obligations. In the event of a refusal to provide personal and tax data, Stagnoli will be unable to perform the Contract.
All information relating to the processing of the Customer's personal data can be obtained by consulting Stagnoli’s website at www.stagnoli.com and is intended to be fully incorporated by reference into the Offer. Acceptance automatically entails consent to the processing of data in accordance with the law. Information and personal data will be processed in compliance with current laws regarding the protection and processing of personal data. Personal and commercial data relating to the Contract will be collected and stored by Stagnoli for the purpose of complying with legal obligations. In the event of a refusal to provide personal and tax data, Stagnoli will be unable to perform the Contract.
19. UNFAIR TERMS
Acceptance automatically entails specific approval, in accordance with the law, of the provisions relating to: Stagnoli’s right to withdraw from the Contract (cf. arts. 5, 6, 9, 14) and to suspend its performance (cf. arts. 3, 5, 8, 14); limitations on Stagnoli’s liability (cf. arts. 6, 7, 13, 14); forfeitures/time bars against the Customer (cf. arts. 5, 6, 13); limitations on the Customer’s right to raise objections (cf. arts. 5, 6, 7, 8, 9, 12, 13); and restrictions on the Customer’s freedom to contract with third parties (cf. art. 15).
Acceptance automatically entails specific approval, in accordance with the law, of the provisions relating to: Stagnoli’s right to withdraw from the Contract (cf. arts. 5, 6, 9, 14) and to suspend its performance (cf. arts. 3, 5, 8, 14); limitations on Stagnoli’s liability (cf. arts. 6, 7, 13, 14); forfeitures/time bars against the Customer (cf. arts. 5, 6, 13); limitations on the Customer’s right to raise objections (cf. arts. 5, 6, 7, 8, 9, 12, 13); and restrictions on the Customer’s freedom to contract with third parties (cf. art. 15).
20. MISCELLANEOUS
The Contract supersedes any prior agreement between the Parties contained in any oral or written agreements relating to the subject matter of the Contract itself. The invalidity and/or ineffectiveness of one or part of the clauses of the Contract shall not result in the invalidity and/or ineffectiveness of the entire Contract, which shall continue to remain in force and bind the Parties regarding the portion not affected by said nullity and/or ineffectiveness. The failure, partial, or delayed exercise of any right, power, or faculty provided for by the Contract shall not constitute, in any way, a waiver thereof by the Parties, nor a waiver of the right to demand the correct performance of the obligations undertaken. The Contract may not be modified or supplemented without the written consent of both Parties.
The Contract supersedes any prior agreement between the Parties contained in any oral or written agreements relating to the subject matter of the Contract itself. The invalidity and/or ineffectiveness of one or part of the clauses of the Contract shall not result in the invalidity and/or ineffectiveness of the entire Contract, which shall continue to remain in force and bind the Parties regarding the portion not affected by said nullity and/or ineffectiveness. The failure, partial, or delayed exercise of any right, power, or faculty provided for by the Contract shall not constitute, in any way, a waiver thereof by the Parties, nor a waiver of the right to demand the correct performance of the obligations undertaken. The Contract may not be modified or supplemented without the written consent of both Parties.