1. Background

These general conditions govern all current and future contractual relations between the parties relating to the supply of components by the company ATAM S.p.A. hereinafter referred to as the seller. The supply is delimited exclusively by the seller’s written order confirmation and is governed by the general conditions of sale. Any deviation from the general conditions of sale that is established by agreement between the parties shall be valid only if confirmed in writing by the seller.

2. Contract formation

This supply contract is concluded with the relevant written confirmation of acceptance of the order. However, if the conditions set forth in the buyer’s order differ from those in the seller’s written confirmation, the latter shall count as a new proposal and the contract shall be deemed to have been concluded when the buyer begins to execute it or accepts the products without express written reservation.

3. Technical data

The data and illustrations resulting from the seller’s catalogs, prospectuses, circulars or other illustrative documents are indicative. These data have no binding value unless expressly mentioned as such in the seller’s order confirmation. The seller reserves the right at any time to make such changes to its products as it deems convenient, giving notice to the buyer if they affect the installation. Should the buyer propose changes to the products, in order for the same to become of mandatory execution, there must be full written agreement between the parties on the changes that such changes may occasion on the previously established prices and delivery periods. The buyer expressly undertakes not to make use, for reasons other than those stipulated in the supply contract, of the drawings, technical information and findings relating to the supply, which shall remain the property of the seller and which the buyer may not hand over to third parties or reproduce without written authorization. The buyer is obliged to inform the seller, at the pre-contractual stage, of the existence of any special regulations to be observed in the country of final destination of the goods to be supplied.

4. Orders

Orders received by the seller are considered accepted only if confirmed by the seller in writing.

5. Prices

Unless otherwise agreed, the conditions set out in the order confirmation apply.

6. Deliveries

The delivery terms stated in the order confirmation are indicative and do not bind the seller. The seller shall not be liable to pay compensation of any kind for any direct or indirect damages due to late delivery or to the partial or total interruption or termination of the supply. With the remittance of the materials to the buyer or carrier, the seller is released from the obligation to deliver and all risks on the materials themselves pass to the buyer even if the seller is in charge of shipment. In the event that the buyer is not in good standing with payments for other deliveries the running of the terms shall be suspended and the seller may delay deliveries until the buyer has paid the sums due. In the event of the buyer’s failure to take delivery of the products due to the buyer’s fault or, in any case, due to causes beyond the seller’s control, the buyer shall bear the risks and expenses for their safekeeping.

7. Transportation

Goods, are sold freight collect, and always travel at the full responsibility of the buyer.

8. Payments

Unless otherwise agreed, payments must be made by the purchaser within the terms stipulated in the written confirmation of order acceptance at the seller’s domicile or at the credit institution indicated by her: in case of delay the purchaser will be required to pay default interest. Any disputes that may arise between the parties do not release the buyer from the obligation to observe the terms and conditions of payment. Payments shall also be due within the agreed terms in cases of delay in the arrival of the goods or of total or partial damage or loss, occurring during transport as well as in the event that the goods placed at the buyer’s disposal are not collected by the buyer.

9. Warranty

The seller warrants its material, unless otherwise agreed, in accordance with the law as of the day the goods are picked up from its warehouse. The warranty applies only to manufacturing defects and only to the original purchaser. Products found to be damaged, through transportation, inexperience, improper storage, misapplication or improper installation, inability to use, neglect or tampering by the purchaser are not covered by warranty. Any type of maintenance, repair or replacement of products, will take place exclusively at ATAM S.p.A. headquarters in Agrate Brianza (MB).

10. Complaints and disputes

Any claims concerning the quantity, species or type of the goods supplied must be made to the seller within eight (8) days of the buyer’s receipt of the goods. After this period has elapsed, the goods shall be deemed tacitly accepted. Goods returned without any prior agreement with the seller will be rejected to the sender. Any claims concerning the quality of the goods must be made known to the seller within 8 (eight) days from the discovery of the contested defects, which if recognized as such by the seller, and if it concerns goods in the warranty period, commit the seller only to the replacement of the product which will be returned ex-works. Any liability of the seller for any direct and/or indirect damage resulting from the use of the products supplied, or from their incorrect or failed operation, is excluded. In any case, any claim, on the part of the buyer, does not imply suspension or refusal to pay the invoices issued by the seller.

11. Applicable law

All foreign supply contracts governed by these general conditions are governed by Italian law.

12. Jurisdiction

For any dispute concerning the execution, interpretation, validity, termination, termination of the supply contract, the Court of Milan shall have exclusive jurisdiction.