1. General

1.1.
These general conditions of sale (the “GTC”) of Faimond Srl (Faimond) will apply exclusively to any contract for the sale of products (the “Products”) between Faimond and customers (the “Buyer/s”).

1.2.
Each order by the Buyer, even in the case of simple execution of the contract through conclusive conduct, entails the acceptance and therefore the unreserved application of the GTC. They may be waived by the parties only in writing, and even in this case these GTC will continue to apply in the parts not waived.

1.3.
Any GTC prepared by the Buyer will not be applied, even partially, if they have not been expressly accepted in writing by Faimond.

1.4.
These GTC are also valid in the case of fractional, divided or continuous sales.

2. Orders

2.1.
The Buyer undertakes to place orders with Faimond in accordance with these GTC.

2.2.
It is therefore understood that orders that do not comply with the following provisions, incomplete or inaccurate orders will not be taken into consideration by Faimond.

2.3.
Faimond will not be obliged to accept orders received from the Buyer, being able to freely decide whether or not to proceed with acceptance and subsequent delivery of the Products.

2.4.
Orders must be placed using the order form (“MdO”) prepared by Faimond and must contain all the elements provided for therein. Any delivery term/date included in the MdO must be considered indicative and not binding for Faimond, except as provided for in the GTC.

2.5.
Faimond – if it intends to accept the order – will sign the MdO for acceptance, confirming the indicative delivery term included in the MdO or indicating a different one. Faimond, in any case, reserves the right to modify the order received from the Buyer, sending the modified MdO back to the Buyer. The Buyer, if he agrees with the new proposal formulated by Faimond, must send the modified MdO duly signed for acceptance. Only after receiving the aforementioned document, Faimond will proceed with the execution of the order (Each order perfected in accordance with the provisions of this Article will be hereinafter referred to as a “Contract”).

2.6.
After the completion of the Contract, Faimond may send the Buyer an “order confirmation” that summarizes some elements of the Contract. This order confirmation has only informative value, it being therefore understood that in the event of discrepancies between the order confirmation and the Contract, the provisions of the latter will prevail.

3. Product Specifications

3.1.
Faimond reserves the right to make changes to the specifications of the Products at any time, even after the completion of the Contract, that are necessary to comply with applicable laws and regulations and/or that do not substantially change the quality, performance or marketability of the Products. Faimond will inform the Buyer of such changes.

4. Price of the Products

4.1.
The prices of the Products are always intended Ex-works – Arcugnano (VI), via Enrico Fermi n. 27 (Incoterms 2020) and will be those indicated in the Contract or, if not specifically indicated, the prices of the Faimond price list in force on the date of conclusion of the Contract. Faimond reserves the right to modify – at its sole discretion – upon written notice, its price list. Changes to the price list will have no impact on Contracts concluded prior to the changes, but not yet executed.

4.2.
The prices indicated by Faimond are net of any value added tax or other applicable taxes and do not include packaging, shipping and transport costs which will be borne by the Buyer. The prices of the Products are considered fixed and invariable if delivery occurs within 45 days from the order; for subsequent deliveries, the price list in force at the time of actual delivery will apply.

5. Payment Terms

5.1
The Buyer is required to pay the price of the Products within the mandatory deadline indicated in the Contract. Payments must be made by bank transfer; bank checks or commercial bills will not be accepted by Faimond.

5.2
The Buyer may not assert any defaults by Faimond if payments are not up to date. In any case, any defaults by Faimond do not allow the Buyer to suspend or delay payments.

5.3
If the Buyer does not make the payment on the due date, without prejudice to any other right or remedy available, Faimond may immediately terminate the contract pursuant to art. 1456 of the Civil Code, giving notice to the Buyer.

5.4
In any case of delay in payment, Faimond shall have the unquestionable right to:
(1) suspend the execution of the Contract and/or,
(2) charge the Buyer interest on the amount due at the rate set out in Article 5 of Legislative Decree 231/2002 “Implementation of Directive 2000/35/EC on combating late payments in commercial transactions” without the need for formal notice of default by Faimond on the due date
and/or,
(3) upon prior notice sent by Faimond to the Buyer, block / inhibit / limit the functioning of the Product.

6. Delivery, Packaging

6.1
Unless otherwise agreed in writing by the Parties in the Contract, any sale is intended to be “Ex works” (“Incoterms® 2020”) Arcugnano (VI) Via E. Fermi nr.27 or other Faimond plant indicated in the Contract. The Buyer shall collect the Products no later than 10 (ten) working days after being informed by Faimond that the Products are ready for collection.

6.2
If an indicative delivery date is agreed, and Faimond does not deliver within 60 working days following the expiry of such date, the Buyer may, by giving Faimond written notice upon expiry of the 60-day period, request the termination of the Contract, without any damage/expense/cost being chargeable/attributable to the Parties. The aforementioned term presupposes the correct and timely performance by the Buyer of any activities placed at its expense in the Contract.

6.3
In any case, Faimond shall not be liable for any delay in deliveries that has been determined by: (1) events or facts caused by “force majeure”; (2) failure or delay by the Buyer in fulfilling its obligations; (3) acts or delays of Public Authorities, even if not resulting from so-called “force majeure” events.

6.4
If the Buyer does not accept (or delays) the delivery or does not collect, he/she must still make the payment as if the Products had been collected. Faimond will provide for the storage of the Products at the risk and expense of the Buyer. If requested by the Buyer, Faimond will insure the Products on condition that the Buyer advances the related costs. In the event of failure / untimely collection, Faimond will have the right to terminate the Contract pursuant to art. 1456 of the Civil Code, giving notice thereof to the Buyer.

6.5
Faimond will provide for the packaging of the Products according to its commercial practice. Special packaging or delivery instructions requested by the Buyer must be agreed by the Parties in writing and the related costs will be invoiced separately to the Buyer.

7. Transfer of Risk

7.1
Unless otherwise agreed by the Parties in the Contract, the risk for damage or loss of the Products passes to the Buyer “Ex works” (“Incoterms® 2020”) Arcugnano (VI) Via E. Fermi nr.27 or other Faimond plant as indicated in the Contract.

8. Retention of Title

8.1
Notwithstanding the terms of delivery and the transfer of risk in relation to the Products and any other provision of these Conditions, ownership of the Products shall not pass to the Buyer until Faimond has received full payment of the price of the Products and of all other Products which it is agreed shall be sold by Faimond to the Buyer and for which payment is due.

8.2
Faimond shall have the absolute right to take back, sell or in any other manner deal with or dispose of all and every part of the Products whose ownership remains vested in Faimond. Until ownership of the Products passes to the Buyer, the Buyer shall treat the Products as a trustee of Faimond and shall keep the Products carefully stored, protected and insured. Until such time the Buyer shall be entitled to use the Products in the ordinary course of its business.

8.3
If a third party acts to seize or otherwise dispose of the Products, the Buyer must inform the third party that the Products are the property of Faimond and immediately inform the latter in writing in order to allow it to protect its rights by means of appropriate legal initiatives.

8.4
The Buyer is required to keep confidential all technical information (e.g. drawings, technical prospectuses, documentation, formulas and correspondence in general) and information expressly classified as confidential received from Faimond and in any case learned in execution of the Contract. This obligation will remain with the Buyer for the duration of 5 years from the date of delivery to the Buyer of the last Product or batch of Products sold. Any and all industrial or intellectual property rights relating to the materials or Products (including drawings, manuals, brochures etc. delivered together with and/or in relation to the Products) sold belong exclusively to Faimond and the relative owners.

8.5
The provisions of this Article shall remain valid and effective even after the termination or resolution (for any reason) of the Contract.

9. Guarantees – Limitations of liability

9.1
Within 8 (eight) days of delivery, the Buyer must examine the Products and verify the correspondence of the Products delivered with the Products ordered. In the event of failure to dispute by the Buyer, the orders are considered accepted without reservation.

9.2
Unless otherwise established in the Contract, all Products and all their parts that are the object of sale by Faimond are guaranteed against any hidden defects, for 12 (twelve) months from the date of invoicing and in any case for a maximum of 13 months from the date of delivery. The replacement of components under warranty does not further extend the duration of the same.

9.3
Without prejudice to the provisions of 9.2, the notification of defects must be made – in compliance with the terms indicated above – under penalty of forfeiture within 8 (eight) days from the moment in which the defect became apparent. The complaint of defects must be in written form and must also contain the indication of the defect found and the identification data of the Product: model, delivery date, serial number. In order to start the call management procedure, the correct submission of the complaint is considered an essential element.

9.4
The Products and/or materials replaced for payment and not following interventions under warranty are guaranteed against hidden defects for a period of 12 (twelve) months from the date of shipment.

9.5
The warranty is excluded in cases of breakage or damage to all intrinsically fragile parts such as optical components (lenses, mirrors, lenses, protective glass) or those parts that are damaged due to improper use of the Products, carelessness, transport or even following the use of non-original packaging. It is also excluded in relation to consumables such as filters, flash lamps unless otherwise specified in the Contract, optical fibres, protective glass for focal lengths and LEDs, etc., and any other component subject to normal wear and tear, as well as in the event of damage due to accidental events or causes of force majeure (i.e. natural disasters and lightning).

9.6
The warranty also lapses in the following cases: (1) interventions on the Products carried out by technical personnel not previously authorised by Faimond; (2) failure to carry out preventive maintenance (for example, by way of example and not limited to, changing the cooling water, changing deionising salts) as specified in the use and maintenance manual; (3) replacement of machine components with non-original components; (4) improper use of the system (applications not foreseen in the use manual); (5) tampering with seals originally affixed in the factory (6) storage of the Products outdoors or in unsuitable environments – compliant with Faimond’s instructions.

9.7
The warranty intervention will include the repair or free supply of the defective components, “ex works” (“Incoterms® 2020”) Faimond factories. If an intervention by Faimond personnel is necessary at the Buyer’s premises, the travel expenses will be additionally charged to the Buyer while the parts under warranty and the labor related to the restoration will remain free of charge. The components replaced under warranty by Faimond must be returned to Faimond and will become its property.

9.8
Faimond cannot be held liable in any way for any direct and/or indirect damages arising from the sale of the Products such as, by way of example and not limited to: interruption and/or loss of production, lost or limited income, financial costs, etc. In any case, Faimond’s liability in relation to the agreement with the Buyer or of any other nature is limited to the price paid by the Buyer for the Products.

9.9
Article 9, without prejudice to applicable mandatory laws, is the only warranty provided by Faimond in relation to the Products. The warranty is expressly provided in place of any other warranty or declaration, whether explicit or implicit, including any warranty relating to the suitability of the Products.

10. Miscellaneous – Communications

10.1
Any subsequent total or partial inapplicability of any clause of these GTC shall not affect the validity of the other clauses.

10.2
The data reported in the catalogues, circular letters, advertisements, such as, for example, prices, speed, delivery terms, etc., are purely indicative and do not constitute a commitment by Faimond in this sense.

10.3
All communications provided for under the Contract and/or in relation to the Conditions must be made by post with return receipt and confirmed within 3 (three) working days by certified email, to the email address indicated in the Contract. For the purposes of the commencement of the terms provided for in the Contract, the moment of receipt of the first of the aforementioned messages will in any case be considered.

11. Applicable law, Jurisdiction

11.1
These GTC and the rights and obligations contained therein are governed by Italian law.

11.2
All disputes arising from these GTC or from any Contract entered into in connection with it, from its interpretation, execution, fulfillment and non-fulfillment, validity and effectiveness will be submitted exclusively to the Court of Vicenza, Italy. Faimond will always have the right to initiate proceedings also at the Court of the Buyer.