General Terms and Conditions of Supply of Rivi Magnetics S.r.l.

 

1 General provisions, offer and scope of supply, conclusion of contracts

1.1 The sale and supply of products are performed exclusively on the basis of the General Terms and Conditions of Supply herein. Any different conditions of purchase of the customer only apply if confirmed by us in writing. Special provisions included in our General Terms and Conditions apply to subjects having a non-commercial nature. The General Conditions herein do not apply to consumers.

1.2 The written offers by RIVI MAGNETICS S.R.L. are always subject to amendments, unless otherwise agreed in writing. In case they are not expressly indicated as binding, the documents included in the offer, such as services’ illustrations, drawings, weight, size, and details, shall be understood as approximations. Initial offers are normally free. Furthermore, price lists and other advertising material of RIVI MAGNETICS S.R.L. are not binding. Supply contracts are understood as concluded only upon our written order confirmation, which determines the scope of the obligations undertaken by RIVI MAGNETICS S.R.L. At the latest, our General Terms and Conditions are understood as fully accepted with the acceptance of goods. The contents of our order confirmation are understood as accepted in case the customer does not object in writing within eight calendar days.

1.3 Any changes are possible, without additional costs, within 2 weeks of the written order confirmation. Unless otherwise agreed in writing, after such deadline, any changes will result in a cost to be charged on the basis of any necessary additional activities and in a possible and subsequent delay in delivery.

 

 2 Prices, packaging, shipping

2.1 Unless otherwise agreed in writing, the prices of products are understood as ex-works at the registered office of RIVI MAGNETICS S.R.L.; Packaging, transport, insurance, VAT, any customs duties or turnover taxes on import, and other applicable charges must be added to the agreed price in the respective legal amount.

2.2 Installation and training costs are included only if expressly agreed in writing.

 

3 Payment

3.1 Unless otherwise agreed in writing, the payment terms below apply: Bank transfer 30 (thirty) days from end of month invoice date.

3.2 Any retention of payments or offsetting due to possible customer’s counterclaims disputed by RIVI MAGNETICS S.R.L. are excluded.

3.3 Should the payment by instalment be agreed upon, and the customer is in default on payment for more than one week after the expiry of an instalment, the whole residual balance must be paid immediately.

3.4 Should it be deemed, on the basis of an objective assessment, that the customer’s financial situation significantly deteriorated after the conclusion of the contract, specifically in case the customer does not extinguish its payables towards RIVI MAGNETICS S.R.L. and, therefore, the payment entitlements of RIVI MAGNETICS S.R.L. appear to be at risk, RIVI MAGNETICS S.R.L. has the right to make deliveries only against advance payment by way of derogation from the agreed payment terms. In such a case, RIVI MAGNETICS S.R.L. may even suspend further services until the customer has paid all the overdue receivables originating from the contractual relationship or any previous economically related contracts or agreements or until the customer has provided sufficient guarantees. If the customer does not comply with the request made by RIVI MAGNETICS S.R.L. within a reasonable period, RIVI MAGNETICS S.R.L. has the right to allocate the object of the supply elsewhere and to charge a minimum of 20% of the agreed purchase price by way of damages, regardless of any other rights of RIVI MAGNETICS S.R.L.

4 Delivery

4.1 Delivery dates are indicative only, especially in the case of products’ special versions.

4.2 Partial deliveries are allowed on the basis of the technical-economicopportunity determined by RIVI MAGNETICS S.R.L. and can be invoiced separately.

4.3 Delivery times are binding only if expressly confirmed by RIVI MAGNETICS S.R.L. in writing.

4.4 In the event of delay or impossibility based on any legal ground, RIVI MAGNETICS S.R.L. will be liable for claims for damages of any kind only within the limits established in §15 of the conditions herein. Upon request made by RIVI MAGNETICS S.R.L., the customer shall declare, within a reasonable period, whether it intends to terminate the contract due to delay in delivery and/or intends to claim damages or insists on receiving the delivery.

4.5 Should the supply contract be subsequently amended in terms of the type of products or quantity of the supply, RIVI MAGNETICS S.R.L. is exempt from complying with the agreed delivery time. Should the customer be in default on payment for an early or partial delivery, RIVI MAGNETICS S.R.L. has the right to suspend further deliveries. Compliance with the delivery time is subject to the fulfilment of the contractual obligations borne by the customer.

4.6 Delivery and performance terms for RIVI MAGNETICS S.R.L. shall be appropriately extended in the event of interruptions due to force majeure and to any other impediments resulting from factors beyond the control of RIVI MAGNETICS S.R.L. – including power outages, strikes, lockouts, operational disruptions, natural events, etc. – which significantly affect the delivery or performance of RIVI MAGNETICS S.R.L. Should the delivery or performance become definitively impossible or unreasonable due to such disruption, RIVI MAGNETICS S.R.L. may declare to be definitively released from its obligation to perform the contractual services.

4.7 Delivery terms are only agreed after the project is approved by the customer.

5 Deferment of delivery

5.1. Should the shipment be delayed at the customer’s request, the costs for the storage at our premises will be borne by the customer at not less than 1% of the amount of the relevant invoice for each month. Once the deadline of one month from the originally planned delivery date has elapsed, we have the right todifferently allocatethe object of the supply and to provide the customer with a new delivery term which is appropriate to our operational possibilities.

 6 Installation

6.1 RIVI MAGNETICS S.R.L. or a third party appointed by RIVI MAGNETICS S.R.L. shall install the object of the supply, which is ready for use, at the customer’s premises, in the country where its headquarters are located, or atthe premises otherwise indicated in the confirmedorder, provided that the installation is included in the agreed price (§2.2) or was ordered by the customer separately. In order to support the installation, the customer shall provide at least one mechanic and one electrician, as well as an operator and mechanical machines that are suitable for lifting and moving the parts to be installed.

6.2 For installation purposes, the customer shall make available and prepare suitable premises in compliance with the installation instructions given by RIVI MAGNETICS S.R.L.; unless otherwise agreed in writing, the customer shall be in charge of the transport to the installation site at its own expense. Unpacking and installation are performed only under the supervision of RIVI MAGNETICS S.R.L.; the object of the supply shall not be modified, improperly handled or subject to extreme loads at the customer’s premises before the installation.

6.3 The operational availability of the installed object of the supply is verified by a functional test with a positive result, according to test procedures and test programs developed by RIVI MAGNETICS S.R.L. and accepted by the customer by countersigning the acceptance certificate. In the case of software supplies and services, the functional test is successful if the software performs the relevant functions in accordance with the contractual specifications. In such a case, the customer is required to notify immediately in writing RIVI MAGNETICS S.R.L. of its acceptance. In case the customer does not sign the acceptance certificate, notwithstanding the positive result of the functional test, the operational availability is still considered as recognised on the date of the successful functional test certified by the personnel of RIVI MAGNETICS S.R.L.

6.4 Unless otherwise agreed in writing, RIVI MAGNETICS S.R.L. undertakes no obligation to connect the object of the supply to the customer’s equipment coming from other manufacturers.

7 Reservation of title

7.1 RIVI MAGNETICS S.R.L. shall retain title to the products supplied (hereinafter referred to as “Reserved Goods”) until full payment of all the receivables from the customer originating from the contractual relationship and of all other receivables in favour of RIVI MAGNETICS S.R.L. existing at the time of the conclusion of the contract.The customer may install and convert the Reserved Goods in thecontext of its normal commercial operations. However, reserved goods are combined, processed, or converted exclusively in the interest of RIVI MAGNETICS S.R.L., which acquires a share of co-ownership of the finished products and of the new product, corresponding to the ratio of the value of reserved goods to the value of the finished products or of the new product.

7.2 The customer has the right to resell the reserved goods or the co-owned objects of which RIVI MAGNETICS S.R.L. is a co-owner in the context of its normal commercial activity and only with reservation of title. As a guarantee, the customer hereby assigns to RIVI MAGNETICS S.R.L., which accepts all the future receivables originating from the resale of the reserved goods, according to the respective invoice value of the reserved goods, until full payment of all its receivables referred to in paragraph 7.1. Should RIVI MAGNETICS S.R.L. have only co-ownership rights on the assigned items, the receivables are assigned each time for the amount of the sale value of the share held, but with priority over other claims. Upon request of RIVI MAGNETICS S.R.L., the customer must notify RIVI MAGNETICS S.R.L. of the name and address of the interested buyer, as well as of the type and extent of the rights it has in respect of such buyer. In order to guarantee its payment entitlements, RIVI MAGNETICS S.R.L. may notify insurance companies, credit institutions, judicial authorities, or other entities of such assignment at any time. Pledging or transferring goods by way of security is not permitted.

7.3 In case of foreclosure or seizure of reserved goods by third parties, the customer is required to inform such third parties of the ownership rights to which RIVI MAGNETICS S.R.L. is entitled and to notify immediately in writing RIVI MAGNETICS S.R.L. The customer shall bear all costs of intervention in foreclosure or seizure proceedings as well as all defensive measures necessary to secure the rights of RIVI MAGNETICS S.R.L. in proceedings initiated by third parties.

7.4 In the event of a breach of contract by the customer – in particular, in the event of failure to pay – or in the occurrence of facts leading to the suspension of payment, RIVI MAGNETICS S.R.L. may withdraw the customer’s right to resell, collect receivables, and to process or combine the reserved goods, and may take back the reserved goods at the customer’s expense, or demand the assignment of the customer’s rights to restitution against third parties. The foreclosure or seizure of the reserved goods by RIVI MAGNETICS S.R.L. does not constitute withdrawal from the contract. RIVI MAGNETICS S.R.L. has the right to dispose of the reserved goods and to secure the proceeds by offsetting outstanding claims from the customer.

7.5 Upon customer’s request, RIVI MAGNETICS S.R.L. releases the securities provided that their value exceeds the total value of the claims to be secured by more than 10%.

7.6 As far as RIVI MAGNETICS S.R.L. is authorised to exercise the reservation of title, the customer grants RIVI MAGNETICS S.R.L. theirrevocable and unlimited access to its business or production premises in order to collect the reserved goods during regular business hours.

8 Warranty for products

8.1 RIVI MAGNETICS S.R.L. guarantees that, at the time of risk transfer, the delivered products are free from any material and manufacturing defects that would significantly reduce their value or suitability and that the products have the characteristics expressly guaranteed, in writing by RIVI MAGNETICS S.R.L. Unless specifically agreed in writing, RIVI MAGNETICS S.R.L. does not warrant the products for resale or their suitability for a specific purpose that has not been expressly declared, assessed, and accepted in writing at the time the order is accepted. Any technical data, specifications and descriptions of quality or features published by RIVI MAGNETICS S.R.L. are not covered by any legal warranty, unless otherwise expressly confirmed by RIVI MAGNETICS S.R.L. in writing.

8.2 In case of a request for interventions under warranty, RIVI MAGNETICS S.R.L. is required to repair or replace the goods free of charge, at its own discretion. Should unexpected costs arise because the products are moved to a place other than the agreed delivery address after delivery, any additional costs that is not related to the intended use at the premises declared in the order will be borne by the customer. In the case of failure of the warranty service, the customer may, at his discretion, withdraw from the contract, return the goods and obtain a refund of the price, or retain the goods and receive a price reduction. The replaced parts will become the property of RIVI MAGNETICS S.R.L. in any case. Unless otherwise agreed in writing by the parties, the aforementioned provisions include all the obligations undertaken by RIVI MAGNETICS S.R.L. as a result of the supply of the products except for, in the broadest limits of the law, any right to compensation for direct or indirect damages.

8.3 Unless otherwise agreed in writing, the warranty is valid for 12 months from the delivery date that is shown in the transport documents. In any case, any different legal provisions shall continue to apply.

8.4 Without prejudice to the limits required by the applicable law, there is a warranty period of 6 months for spare parts and repairs for quality defects, such period, in any case, cannot be shorter than the expiry of the original warranty period for material defects in the object of the supply. The warranty period for material defects of the object of the supply is extended for the duration of the interruption of operations due to repair work.

8.5 Operations under warranty are normally performed, at the discretion of RIVI MAGNETICS S.R.L., at its own headquarters or at a repair centre authorised by RIVI MAGNETICS S.R.L.

8.6 the customer cannot assign its warranty rights.

8.7 In case RIVI MAGNETICS S.R.L. does not directly install a system upon specific request by the customer, the customer is required to provide proof of correct installation in order to obtain the warranty service. In any case, the customer undertakes to comply with the verification and acceptance procedure established by RIVI MAGNETICS S.R.L. Should the customer independently perform the installation, the guarantee becomes effective from the delivery date indicated in the transport documents anyway.

8.8 Equipment and systems supplied by RIVI MAGNETICS S.R.L. can be started exclusively by specifically trained personnel. The customer may agree with Rivi Magnetics S.r.l. on the methods and costs of any necessary training and development activities.

8.9 The warranty is void if the product is installed, maintained, repaired, used, modified, or displayed in an inappropriate way by the customer or by third parties that are not authorised by RIVI MAGNETICS S.R.L. and if the environmental conditions or the electrical power supply do not comply with the technical specifications indicated by RIVI MAGNETICS S.R.L., unless the customer proves that the contested defect is not due to such circumstances. This also applies when the customer or any third parties not authorised by RIVI MAGNETICS S.R.L. open vacuum units and/or other sealed assemblies. Moreover, the warranty is void if the original identifiers RIVI MAGNETICS S.R.L. are modified or removed without written authorisation by RIVI MAGNETICS S.R.L.

8.10 Should the inspection relating to notification of defects reveal that there is no warranty right, any costs of the inspection and repair will be charged according to the prices and conditions of the RIVI MAGNETICS S.R.L.’s customer service in force.

9 Rights of RIVI MAGNETICS S.R.L.

9.1 With the purchase oracquisition of a RIVI MAGNETICS S.R.L. product, the customer does not hold the right to combine or modify such RIVI MAGNETICS S.R.L. products, protocols, or system architectures with another product if this violates a patent or a patent application by RIVI MAGNETICS S.R.L.

 

10 Export / re-export

10.1 Regardless of whether the customer informs RIVI MAGNETICS S.R.L. of the final destination of the products and/or of the technical data (software and technical information of any kind) provided by RIVI MAGNETICS S.R.L., it is the responsibility of the customer to obtain the necessary approvals from the competent authorities before exporting products, technical data, or systems containing products or technical data from the country where the products are delivered pursuant to the agreement herein.

 

11 Testing equipment and maintenance

11.1. Any diagnostic software, documentation, equipment, and other materials required by RIVI MAGNETICS S.R.L. for installation, warranty work, or the provision of services may be supplied with RIVI MAGNETICS S.R.L. products and must be stored by RIVI MAGNETICS S.R.L. at the customer’s premises upon request. However, they remain the exclusive property of RIVI MAGNETICS S.R.L.

 

11.2 The customer is required to ensure that the test and maintenance materials are properly stored and that they are not used by or made available to third parties without the prior written consent of RIVI MAGNETICS S.R.L.

 

12 Limitation of Liability

12.1 Within the broadest limits allowed by the law and unless otherwise agreed in writing, the responsibility assumed in any capacity by RIVI MAGNETICS S.R.L., attributable to the fulfilment of its contractual obligations, is limited to the amount actually paid by the customer to RIVI MAGNETICS S.R.L. for the supply of the product unit in relation to which the request for compensation or indemnification arises.

 12.2 RIVI MAGNETICS S.R.L. is not responsible for any loss of data that are the property of the customer.

 12.3 To the extent that claims for damages are excluded or limited pursuant to the aforementioned paragraphs, such exclusion or limitation includes claims for compensation against employees and agents of RIVI MAGNETICS S.R.L.

 12.4 The risk of interference with the purchased products is borne by the customer.

 

13 Changes to products

13.1. RIVI MAGNETICS S.R.L. reserves the right to make product changes as long as they do not affect the product’s functionality.

 

14 Miscellaneous

14.1 Any transfer of rights and claims arising from the agreement herein requires the prior written consent of the other party. This does not apply to the transfer of RIVI MAGNETICS S.R.L.’s receivable relating to the product sale or licence rights.

 14.2 In case the customer transfers the RIVI MAGNETICS S.R.L. products to third parties, the customer is required to keep records of all such facts, and, upon request, he shall notify RIVI MAGNETICS S.R.L. of any information which would provide the recipient with important product or product safety information whenever appropriate.

 14.3 The product description (including the description of the software product) and the provisions concerning the price list and the RIVI MAGNETICS S.R.L. products, referring to the products covered by the contract, are part of the general conditions herein and will be sent to the customer upon request.

 14.4 This agreement replaces any previous agreements between the parties covering the same subject. Any additions and amendments to the agreement herein shall be stipulated in writing. This also applies to any derogation from such obligation to stipulate in writing.

 14.5 Should a provision of this agreement be invalid, the validity of the other provisions of the contract is not affected. Should the contract be or become null and void, in whole or in part, or contain any shortcomings, the content of such contract is governed by the provisions of the law in force. In order to replace ineffective or missing provisions, a provision that is more aligned with the economic purposes pursued by the contracting parties is understood as agreed.

 14.6 In compliance with such provisions, RIVI MAGNETICS S.R.L.’s failure to exercise any right shall not constitute a waiver of any future exercise of said right.

 14.7 This agreement is subject to the Italian law only.

 14.8 The exclusive place of jurisdiction for all legal disputes arising from, or in connection with, this contract is where the registered office of RIVI MAGNETICS S.R.L. is located. However, RIVI MAGNETICS S.R.L. reserves the right to bring legal proceedings or take other legal actions before the ordinary forum envisaged by the applicable law or the customer’s registered office.

 14.9 The customer consents to the processing of its personal data for the purposes of the performance of the agreement herein.

 

15 Disposal after cessation of any use

15.1 The customer undertakes to dispose of the delivered goods after their use has ended at its own expense and in compliance with the current legal provisions and to hold the supplier harmless against the obligation to take back goods and against any related rights and any claims by third parties.

15.2 The customer is contractually required to oblige those commercial third-party operators to which delivered goods are transferred to properly dispose of such goods after their use has ended, at their own expense and in compliance with the provisions of the law. Furthermore, the customer is required to impose a corresponding obligation in case of further transfer.

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