General Terms and Conditions for Sale of Goods and Services

1. Definitions

For the purposes of these conditions:

• "Customer" means any legal person or entity whose order is accepted by the Company.
• "Contract" means the agreement for the supply of Goods and/or Services by the Company to the Customer.
• "Goods" means any goods forming the subject matter of the Contract, including parts, components and incorporated materials.
• "Services" means any services forming the subject matter of the Contract.

2. Scope of Application of the Contract

These general conditions apply to every Contract for the sale of Goods and/or supply of Services entered into between the Company and the Customer and form an integral part thereof.

In the event of conflict between these conditions and any other terms or conditions, these conditions prevail unless otherwise expressly agreed in writing by authorized representatives of the parties, with specific reference to this clause.

Quotations for Goods constitute an invitation to treat and become binding only upon issuance of the invoice or order confirmation by the Company.

Quotations for Services are estimates only and may be revised according to actual time spent and costs incurred.

3. Orders and Specifications

The Company reserves the right to make reasonable changes to Goods or Services specifications where required by law, safety requirements, or where such changes do not materially affect quality or performance.

Cancellation of an order by the Customer is effective only with the Company prior written consent. In such case, the Customer shall reimburse the Company for any loss, cost, damage, charge or expense incurred as a result of cancellation.

At least 7 days prior written notice is required to postpone or cancel scheduled delivery or service dates.

If notice is insufficient, any additional costs arising from postponement shall be borne by the Customer.

4. Prices and Payment

Prices are those stated in the quotation and, unless otherwise specified in writing, are ex works and exclude certifications, testing and VAT applicable on the invoice date.

The Company may adjust prices upon reasonable notice where justified by special Customer requirements, regulatory changes, out-of-hours work, or cost increases beyond the Company control.

Where a deposit is required, 20% of the contract price is payable upon order confirmation; the balance is due upon completion, delivery or immediately prior to dispatch, including in the case of partial deliveries where applicable.

Unless specific payment terms are agreed in writing, payment is due no later than the last working day of the month following the invoice month.

Title to the Goods transfers only upon full and final payment of all amounts due, effectively received by the Company.

In the event of late payment, the Company may charge default interest at 5% per annum, compounded monthly, and may suspend or cancel further deliveries and allocate payments at its reasonable discretion.

5. Delivery

Delivery and performance dates provided by the Company are approximate and non-binding. Delays shall not give rise to Company liability where caused by circumstances beyond its reasonable control.

The Customer must provide proper supervision and ensure that the delivery or performance site is accessible and suitable, including for heavy vehicles.

If the Customer refuses delivery or fails to provide proper instructions, the Company may store the Goods at the Customer risk and expense or resell them, charging any shortfall and crediting any net surplus.

Each partial delivery is deemed separate and independent.

Included unloading time is limited to 30 minutes. Additional time may be charged as demurrage or waiting compensation as provided in the Contract.

Any defects, apparent non-conformities or shortages must be notified in writing within 7 days from delivery of Goods or completion of Services. Failing this, Goods and Services are deemed definitively accepted.

6. Risk and Retention of Title

Risk in the Goods passes to the Customer upon completion, delivery, or failed delivery attempt attributable to the Customer.

Title to the Goods remains with the Company until full payment of all amounts due by the Customer in cleared funds.

Until title passes, the Customer shall hold the Goods as fiduciary bailee, keep them separately stored, adequately protected, insured, and clearly identified as Company property.

In case of non-payment, the Company has the right to repossess unpaid Goods and reserves all rights of lien, resale and application of sale proceeds to outstanding amounts.

The Customer shall not create any pledge, security or encumbrance over Goods not fully paid.

If Goods are lost or stolen, the Customer shall immediately inform the Company and, at the Company option, replace the Goods or pay the full outstanding amount.

The Customer authorizes the Company to deal with relevant insurers and to receive insurance proceeds, where necessary, to discharge outstanding liabilities.

7. Warranties and Limitation of Liability

The Company is not liable for defects, damage or malfunction resulting from normal wear and tear, misuse, negligence, unauthorized modifications, or failure to comply with instructions.

Except where liability cannot be excluded or limited by law, including death or personal injury caused by negligence, all limitations and exclusions in these conditions apply to the fullest extent permitted by law.

At its sole discretion, the Company may repair defects due to faulty workmanship or defective materials, provided such defects are notified in writing within 12 months from the date of supply of Goods or performance of Services.

Unless otherwise expressly agreed, indirect or consequential losses, including loss of profit, are excluded.

Any indemnity claim or compensation request must be notified to the Company in writing within 14 days from receipt of Goods or occurrence of the relevant event.

The Company total aggregate liability, under any legal basis, shall in no event exceed the Contract price, unless valid and effective insurance coverage applies above that amount.

8. Taxes, Duties and Administrative Charges

The Customer is solely responsible for all taxes, duties, tolls, levies, VAT, customs costs and any other charges connected with sale, delivery, import, transfer, use and re-export of Goods and Services.

Where Goods are subject to temporary admission or customs control, the Customer shall comply with all applicable legal and customs obligations and provide supporting documentation to the Company upon request.

9. Drawings, Plans and Intellectual Property

All drawings, plans, tools, models, specifications, technical information and quotations remain the exclusive property of the Company, including all intellectual property and copyright rights, even where related costs are charged in whole or in part to the Customer.

Such documentation is confidential and may not be disclosed to third parties without the Company prior written consent.

Where production of Goods or provision of Services is based on specifications, instructions or designs provided by the Customer, the Customer shall fully indemnify and hold harmless the Company from and against any claim, damage, loss or cost arising from third-party intellectual property infringements.

10. Force Majeure

The Company shall not be liable for delays or non-performance resulting from force majeure events or, in general, from circumstances beyond its reasonable control and foreseeability.

11. Health and Safety

Compliance with all applicable health, safety, welfare and operating requirements at premises designated by the Customer is the Customer sole responsibility.

Where Services include cleaning, handling or moving Goods, the Customer shall disclose in writing any dangerous, harmful or otherwise relevant substances and shall indemnify and hold harmless the Company from any claim, damage or loss arising from such omission or from the presence of such substances.

12. Termination of the Contract

The Company may terminate the Contract with immediate effect by written notice to the Customer in the event of breach, insolvency, enforcement actions, restructuring proceedings, appointment of receiver/administrator, or any analogous proceedings, including foreign proceedings.

Upon termination, all amounts due for Goods already delivered or Services already performed and not yet paid become immediately due and payable, without prejudice to any further rights or remedies available to the Company.

13. General Provisions

Unless otherwise agreed in writing, no provision of the Contract grants rights to third parties.

The Company may subcontract performance of the Contract in whole or in part.

These general conditions and any Contract governed by them are subject to Swiss law and deemed concluded in Switzerland.

Any dispute relating to the validity, interpretation, performance or termination of these conditions or the Contract shall be subject to the exclusive jurisdiction of the courts of Lugano, Switzerland.

Failure or delay by the Company to exercise any right shall not constitute waiver of that right.

All notices must be in writing and sent to the registered office or principal place of business of the other party.

The Customer may not assign the Contract, or any rights or obligations arising therefrom, without the Company prior written consent.