1) CONTRACT: The present general terms and conditions apply to the sales contract between W.P.R. srl Unipersonale (hereafter "WPR") and your company (hereafter the "Client"), consisting of the offer and/or the order and/or the order confirmation with specific terms and conditions and relating to the products indicated in the order confirmation (hereafter the "Products"). The general terms and conditions are to be considered as the only provisions governing the supply conditions, unless otherwise stated in the order confirmation and its specific terms and conditions.
2) PRODUCTS: The supply includes all the elements and Product parts described in the order confirmation.
3) DELIVERY: All trade terms (Ex Works, FOB, CIF, and others) mentioned in the order confirmation refer to the INCOTERMS of the International Chamber of Commerce, with reference to the text effective at the time when the contract was concluded, with the exception of any derogations otherwise agreed upon between the parties in the order confirmation. Unless otherwise stated in the order confirmation, the Buyer shall be responsible for transport to destination, to the place indicated by the Buyer, and for transport insurance, covering the value of the Products. Unless stated otherwise in the order confirmation, product delivery is subject to the Client meeting the following obligations:
a) Payment of the amount due by the Client as a down payment;
b) in case of modifications to the supply, agreed upon between the parties after the contract has been completed, in compliance with the following art.4, WPR shall have the right to postpone and/or delay the delivery times stated in the order confirmation, through a simple notice via fax or e-mail, if the Client delays in fulfilling the stated obligations or as a result of force majeure, as indicated by art.10.
4) SUPPLY MODIFICATIONS – ADDITIONS AND CHANGES FOLLOWING ACCEPTANCE OF THE ORDER CONFIRMATION: If the Client requests Product modifications and/or additions to the terms stated in the order confirmation, WPR reserves the right to accept or deny such variations, which will then have to be agreed upon. For each modification or variation accepted by WPR, the latter will inform the Client of the new time frames and the additional costs involved with carrying out the requested changes. The Product delivery times will also be updated accordingly, with WPR establishing the new terms and conditions for delivery. Price differences, new payment methods, new contract terms and conditions for delivery, if any, new features and new warranties, if any, shall be agreed upon between the parties in writing prior to the additions and/or changes being carried out.
5) PRODUCT INSTALLATION: WPR will carry out, completely at its own expense and under its own sole responsibility, the installation and assembly of the Products, in accordance with the contract specifications and/or a different written agreement between the parties. In any case, the Client is responsible for guaranteeing the safety of the places where the Products will be installed, and that the lifting and handling equipment, as well as any other equipment, as per WPR’s prior request, is compliant with current regulations regarding safety and accident prevention, and therefore meeting the required efficiency conditions, having undergone periodic maintenance and overhaul. Installation activities shall not be able to commence in cases where the Client:
a) has not guaranteed to WPR what is required for the purposes of proper installation or in any case its obligations under the order confirmation;
b) has not obtained the required administrative authorisations and/or approvals required to carry out the installation;
c) is in breach of payment obligations to be honoured within the deadline for the start of installation operations;
d) has failed to comply with its safety obligations.
It is also understood that if installation operations do not commence and/or are interrupted and/or continue beyond the agreed terms for reasons attributable to the Client, the latter shall bear the extra costs incurred by WPR for labour, transfer expenses, material and equipment storage costs and any other expense arising from the delay. Without prejudice to its full responsibility for carrying out installation operations, WPR is immediately authorised to carry them out, also by using third-party companies.
6) PAYMENT TERMS AND CONDITIONS - DELAYS: all supply prices and the payment terms and conditions are the ones indicated in the order confirmation. The prices indicated are net of VAT. In case of payment delay with respect to the deadline dates established, interest charges will be applied at the official rate stated by (Italian) Legislative Decree no. 231/2002 and subsequent amendments and integrations. If payments are late, WPR reserves the right to suspend the supply and/or interrupt any kind of intervention or support, revoking the Client’s right to claim any damages for missing or delayed production. It is also understood that any complaints or disputes, also in court, shall not give the Client the right to suspend or in any case delay payments for the Products. More generally, no action or exception may be made or opposed by the Client until after full payment of the price of the Products for which a dispute or exception is intended. Moreover, the Client shall not be authorised to make any deduction from the agreed price (for example, in case of alleged defects), unless agreed in advance in writing with WPR.
7) PRODUCT WARRANTIES. DISPUTES: Products purchased must be inspected and checked on arrival for conformity with the order. Any discrepancies regarding the quantity, kind or type of Products supplied, as well as any complaints regarding the external appearance of the Products, must be reported in writing within 15 (fifteen) days of receipt, stating all the details for immediate verification. Beyond this deadline, the Products shall for all intents and purposes be considered accepted. Furthermore, the use and/or installation of the Products with obvious defects excludes all possibility of disputes or complaints regarding the defects. The warranty covering defects, non-conformities, lack of quality and/or malfunctioning, is valid for twelve (12) months from the date of Product delivery. Any Product defects or faults that cannot be seen from the outside following careful inspection must be reported in writing to WPR, under penalty of forfeiture, within 15 (fifteen) days of discovery, and in any case no later than the expiry date of the warranty period provided for herein. Any complaint must specify the precise nature of the defect found. The Products being disputed must always be made available to WPR representatives for inspection. The guarantee lapses, if the Client does not allow W.P.R. to carry out the necessary checks or in the case in which W.P.R. asked for the defective piece to be returned at its own expenses, but does not return such piece within the requested time. Disputes will not imply termination of the single order, rather, at the discretion of WPR, the free repair of the defective Products (at its plant in Spresiano, or directly at the Customer’s premises, also making use of third-party companies for repair work) or free replacement with the supply of new Products delivered Ex Works WPR and with the express commitment of the Customer to return the defective Products. All travel, board and lodging expenses that WPR technical personnel may incur shall be borne by the Client. Repairs and/or replacements made during the warranty period do not extend the duration of the Product warranties, which therefore remain as originally provided for. WPR shall not be held liable in the event of carelessness, tampering (addition or removal of components, interventions made by unauthorised personnel), improper use of the Products, negligent storage, and causes of force majeure. This warranty incorporates and replaces legal guarantees for faults and defects, and excludes any other possible responsibility of WPR in any case originating from what is supplied. In particular, enforceability of this warranty shall not entitle the Client to claim any damage and/or compensation from WPR for damages, direct and indirect, of any nature deriving from the lack or limited use of the machinery and/or system of which the machinery is part.
8) RETURNS – Without prejudice to the provisions with regards to defects and flaws of the Product, Product returns will not be accepted unless they have been authorised by WPR in writing. In any case, the right to return Products is subject to the following conditions:
i. any damages to packaging and/or to the Products themselves must be immediately reported in writing on the carrier's proof of delivery document, under penalty of invalidation;
ii. the goods purchased must be intact and returned in their original packaging, with all parts and components present;
iii. the shipping costs incurred for returning the goods are to be borne by the Client;
iv. the Client shall be fully responsible for the delivery of the goods in question, until the receipt is issued that they have been correctly received at the WPR warehouse.
9) UNFORESEEABLE CIRCUMSTANCES AND FORCE MAJEURE: W.P.R. will not be responsible for failing to satisfy any contractual obligation or delays caused by or derived from earthquake, fire, flood, pandemic, invasion, uprising, revolt, civil or military orders, states of alarm, mobilisation, blockades, war (including in countries indirectly involved with the supply), strike, trade union actions, sit-ins, lock-outs, embargoes, interruption in any form of transport, and any other circumstance that is beyond the control of W.P.R., even if not expressly listed herein. The delivery date shall be postponed for the entire period of time in which one of the aforementioned causes delays fulfilment of the Contract. W.P.R. has the right to terminate the contract with the Client in the event the force majeure/unforeseen event lasts for more than 30 days.
10) INTELLECTUAL PROPERTY: The Client undertakes to maintain and protect the confidentiality of the WPR Confidential Information of which it has knowledge, by way of example, technical data, processes, formulae, know-how (defined collectively as WPR technical and business information), the research and development of WPR products, business activities, designs, technical specifications, software and upgrades. Furthermore, the Client may not modify the WPR trademark and the labels and logos found on the Products, nor may it reproduce, use or exploit in any way the WPR trademark and/or any other WPR intellectual property on the Products and/or their accessories, including the software supplied with the Products and its source code.
11) APPLICABLE LAW AND DISPUTE RESOLUTION: the interpretation, validity and execution of the present General Terms and Conditions, of the specific terms and conditions stated in the Order Confirmation and/or of the entire contractual relationship between WPR and the Client, are governed exclusively by Italian law. Any disputes deriving from or in connection with the contract shall be handled exclusively by the Court of Treviso.
