GENERAL CONTRACT TERMS AND CONDITIONS OF WPR S.R.L.
CONTRACT:These contract terms and conditions apply to the sales contract between W.P.R. srl (henceforth “WPR”) and your company (henceforth “Client”), which is formed of the quotation, order and order confirmation with the special terms, subject to the products listed in the order confirmation (henceforth “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.
SUPPLY: The supply includes all the elements and Product parts described in the order confirmation. The following are excluded from this supply: all the masonry and mounting work, including the electrical and air connections, the materials needed for the start-up of the machine and everything that is not mentioned in the description of the supply. The object of the supply governed by these contract terms and by the contract between WPR and the Client is only one system compatible with performing special procedures and must not be intended as a productive “turnkey” cycle supply. We clarify that W.P.R. will set up the system on the basis of the Client's requirements and/or technical specifications as supplied: the system will then be inserted within a productive process, which is defined and technologically developed by the Client. The analysis and the productive process validation, the definition of various productive parameters, of the criteria and the production specifications, through the choice of materials, the qualifications of personnel, the use of defined methods and procedures, which are the technical asset and the specific know-how of the Client, are of the Client's total competence. Such admissions must be compatible with the requirements of the UNI EN ISO 9001:2008 standard.
DELIVERY OF THE MACHINE – DELIVERY TERMS: Every trade term (Ex Works, FOB, CIF, and others) mentioned in the order confirmation complies with the INCOTERMS of the International Chamber of Commerce, with reference to the text effective at the time of the contract conclusion, except for any derogations differently agreed upon by the parties in the order confirmation. Transport to destination, at the place indicated by the Client, and transport insurance, covering the worth of the machine supplied, are the responsibility of the Client, unless differently stated in the order confirmation. 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, if any; b) Opening of documentary credit by the Client, if agreed by the parties, with respect to the terms provided in the order confirmation. c) In case of modifications to the supply, which were agreed upon by the parties following the date of the contract completion, in compliance with the following art. 4, or when delay is caused by an event of force majeure, as per art. 12, W.P.R. may change and/or extend the delivery terms established in the order confirmation, through a simple notice via fax or e-mail. In the event the Customer does not fulfil the obligation to accept the machinery subject of the order confirmation within the conventionally agreed term, upon written communication to the Customer and after 15 days from receipt of the same without the Customer having complied upon said withdrawal, WPR has the right to withdraw from the contract by retaining: i) the sum paid as a deposit; or, ii) the sum paid as a down payment.
SUPPLY MODIFICATIONS – ADDITIONS AND CHANGES FOLLOWING ACCEPTANCE OF THE ORDER CONFIRMATION: If the Client requires modifications and/or additions to the terms stated in the order confirmation, W.P.R. will hold the right to accept or deny such variations, which will 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.
INSTALLATION, ASSEMBLY AND START-UP: WPR will take care of the installation, assembly and start up of the Products according to the terms and conditions upon order confirmation. The aforementioned activities will be carried out within 2 months at most from the date of delivery. Should it be impossible to respect this installation term due to reasons beyond the control of W.P.R., the warranty term will begin from the last day of said term. The Client shall submit all technical specifications, so that W.P.R. can perform the Product assembly in the location agreed with the Client, therefore giving detailed instructions for the connection of the electrical, pneumatic and fumes extraction systems. The Client shall also arrange the civil projects needed for installing the Products so that they comply with the relative projects. The Client is also responsible for preparing and connecting the service networks to the system, in particular: Electrical power; Pneumatic network; Suction systems. The Client shall also guarantee the technical support of an operator during the whole installation phase. Should installation, assembly and start-up operations be interrupted for wrong, missing or inaccurate supply of the specifications provided by the Client, or for causes not attributed to the seller, W.P.R. will hold the right to request an extension of the contractual terms. The installation, assembly and start-up shall be deemed to be finalised upon the Client signing the relative report. The warranty period, as per point 9, shall start from this point in time. The Client shall also verify that collocation lay-out drawings of the machinery, as provided by W.P.R., are correct and exact, and that all civil projects needed for installing the machine, if any, comply with the relative projects. The Client is responsible for preparing the area where the service networks will be installed and connected to the system, in particular: Electrical power; Pneumatic network; Suction systems. The Client must also guarantee the safety of the places where the installation activities will take place, and that the lifting and handling equipment, in addition to any other equipment, as per the prior request of WPR, comply with the current safety and accident prevention regulations, therefore being in efficient working order, having undergone periodic maintenance and overhaul. Installation activities cannot start in those cases where the Customer: a) has not adequately prepared the site for the purpose of installing the machinery, in good time and no later than the deadline agreed between the parties; b) has not guaranteed W.P.R. the availability of whatever is provided for the proper completion of the installation activities or what is in any case provided for in the order confirmation; c) is not in compliance with the authorisations and/or administrative permits necessary for installation purposes; d) is in breach of the payment obligations to be honoured by the start of the installation activities; e) is in breach of its security obligations. It is understood that if the installation activities should not start and/or stop and/or continue beyond the terms agreed for reasons attributable to the Customer, the latter will be responsible for the greater costs incurred by W.P.R. for labour, travel expenses, expenses for the custody of materials and equipment and any further costs generated from the delay. Without prejudice to its full responsibility for the installation activities, W.P.R. is hereby authorised to perform them through the use of third-party companies as well.
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. In the case of any delay in payments, W.P.R. will hold the right to interrupt any kind of intervention or support on the machine supplied, and the Client’s right to claim any damages caused for missing or delayed production shall be unenforceable. If the Client chooses to pay the balance through leasing, the relative contract shall be sent to W.P.R. for approval and signing within 30 days from the date established in the order confirmation. If this imperative date is not complied with, any obligations regarding the sale of the Products as listed in the order confirmation will be the exclusive responsibility of the Client, including that of full payment of the balance due, and with the deposit being withheld as advance against the price.W.P.R. will hold the right to terminate the contract through simple notice via fax and to withhold any down payment. It is also understood that any complaints or disputes, even in court, will not entitle the Customer to suspend or in any case delay payments relating to the Products. More generally, no action or exception can be carried out or opposed by the Customer until after the full payment of the price of the Products to which said dispute or exception refers. The Customer will also not be authorised to make any deductions from the agreed price (e.g. in the case of alleged defects), unless previously established in writing with W.P.R.
PROPERTY TRANSFER AND RETENTION: The ownership of the Products is transferred at the time of delivery to the Client. In case of delayed payments, the delivered Products remain the property of W.P.R. until the price is paid in full. W.P.R. is authorized to carry on, at the Client’s expense, any necessary procedure in order to exclude property retention from any third party.
TEST:The testing will be the audit of compliance of the Products with the order confirmation and any other agreed changes, and its functioning according to the standards if indicated in the order confirmation. In particular, the technical testing will be carried out to verify the effective performance and technical characteristics declared in the order confirmation. The testing will take place in the manner established by WPR and will take place at the WPR plant, unless otherwise agreed. The Client will be notified of the test date in advance, so that the Client's staff will be able to attend. The test shall be considered successful and the Products shall be considered accepted if: a) the Customer attends the test and the test report is signed; the Customer forfeits all rights, warranties, actions and exceptions relating to defects of conformity and defects in the Products, which, according to diligence, the Customer could have found during the machine tests, if said defects are not recorded in the test report, b) or in the event the Customer declares not wanting to attend the test, or in any case does not attend, further to the communication sent by WPR to the Customer informing them of the test. Once the test has been successfully completed, or after the aforesaid term without the Customer requesting the test, the supply is considered as accepted by the Customer, with the subsequent obligation to pay the sum agreed in the order confirmation.
WARRANTY: The warranty for faults, defects, non-conformity and/or correct functioning is valid for twelve (12) months: i) from the date of installation/assembly/commissioning of the Products in the Customer’s premises, as defined in art. 5, or ii) from the date of delivery if the Customer does not request installation, and remains valid for this term as long as the Customer has satisfied all the payment obligations. During the period of validity of the WPR warranty, at its discretion and after ascertaining the existence of the defect, WPR undertakes: a) to repair free of charge the machinery components that have proven to be defective at its factory in Spresiano (Treviso), or to proceed with these activities, using third party companies commissioned by WPR as well, directly c/o the Customer; b) to replace them free of charge, with the supply of components ex-works W.P.R. and with the express commitment of the Customer to return the defective components. The interventions under warranty must in any case be carried out exclusively by qualified personnel supplied by W.P.R. All wear and tear parts, consumable parts as gaskets, air heater leisters, IR lamps, thermal-regulated hoses, filters, ELV/WLV maintenance kits, pressing wheels and rollers and those which have been damaged because of improper use of the system by the Client are not included in the warranty. Repairs and/or replacements carried out during the warranty period do not prolong the duration of the guarantee of the whole system, so the new warranty period will only be for the replaced part. W.P.R. is not liable for compliance defects of the machines and for the defects caused by noncompliance with the instruction manual, by misuse or ill treatment of the Products or because of modifications and repairs carried out by the Client, without previous written approval by W.P.R.. The Buyer, under penalty of cancellation, must inform WPR of the Products' compliance defect or fault, providing a detailed written description of its nature, within 15 days from the delivery date or date of installation. 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. In order to maintain the validity of the guarantee, the Client has to request W.P.R., annually, to send the technicians for the controls and the technical servicing of the system. The Client is charged with the relevant expenses for the annual controls and will be invoiced according to W.P.R. price lists. The customer hereby renounces any economic claim that may arise from the failure of the system resulting from the need for warranty repairs/replacements.
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.
CONFIDENTIALITY AND INTELLECTUAL PROPERTY: The Customer undertakes to maintain and protect the confidentiality of WPR Confidential Information of which the former becomes aware: for example, technical data, processes, formulas, knowhow (defined as the set of technical and commercial information of WPR), the research and development of WPR products, commercial activities, drawings, technical specifications, software and their improvements. Furthermore, the Customer cannot modify the WPR trademark, labels and logos found on the Products nor can the Customer reproduce, use, and exploit in any way the WPR trademark and/or any other intellectual property right of WPR on the Products and their components and/or accessories, including the software supplied with the Products and its source code.
APPLICABLE LAW AND DISPUTES RESOLUTION: The interpretation, validity and execution of these Terms and Conditions, the Special Terms in the Order Confirmation and the entire contract agreement between W.P.R. and the Client are ruled exclusively by Italian law. Any disputes deriving from or in connection with the contract shall be handled exclusively by the Court of Treviso.