Subject of the Contract.
These General Terms and Conditions of Lease and/or Rental shall apply, without exception, to all contracts for the rental of goods and/or equipment, together with their user manuals and packaging (hereafter also referred to only as 'goods') finalized between the Customer and A.M. Instruments Srl (hereafter also only referred to as 'AM') and shall be deemed to prevail over any general conditions to the contrary established by the Customer. Any modification and/or variation deviating from the articles of this agreement must, in any case, be formulated in writing, under penalty of nullity. These conditions relate to the lease and/or rental by AM to Customer, of one or more goods, expressly agreed and described by the parties in the terms set forth in the finalized Order and Order Confirmation. The parties expressly agree that these Terms and Conditions of Lease, together with the finalized Order and Order Confirmation shall, for all purposes, constitute the contract (hereinafter also 'Contract'). The parties further acknowledge that each Order and Order Confirmation, together with these General Terms and Conditions of Lease shall be construed as a Contract, autonomous and independent of any further agreements.
Contract Perfection. Effective Date and Duration.
The Contract shall be deemed to be concluded when the Order, issued by Customer, in writing, has been confirmed by AM, in writing, by means of Order Confirmation. The duration of the rental and further rental commitments will be understood to be binding, between the parties, only upon sending Order Confirmation issued by AM. The minimum rental duration is set at one week and may, however, be agreed, between the parties, always and only for multiple periods of one week.
Any requests, by Customer, for extension of the Contract, may be deemed acceptable only if transmitted to AM, in writing, at least up to four days prior to the expiration of the Contract and AM has accepted, in writing, such request for extension, it being understood between the parties that any and all requests for extension shall nevertheless be for a duration of one week or multiples of one week. The period of Customer's rental of the Goods shall commence from the day of its collection, inclusive, until the day of its return, inclusive
It is expressly understood between the parties that the Contract shall be deemed to be terminated, for all purposes, upon its scheduled expiration, without implying any related implied renewal of the Contract.
Arrangements for collection, retention and return of goods - Duty to report events of damage and loss of goods.
The Customer agrees to arrange for the pickup and return of the goods, together with their user manuals and packaging, at the place indicated by AM, through its own agents or other authorized carriers, in each case at the care and expense of the Customer. From the moment of collection of the goods, the Customer assumes, at its sole expense, all relative risk and responsibility for their diligent custody and maintenance in good condition, except for normal wear and tear. The goods must be returned in the same state in which they were delivered, without alterations, modifications, removals, even of labels and / or plates and / or other identifying marks affixed to them, without repairs, calibrations; without prejudice, in this regard, to all the relevant checks by AM, even after the redelivery and also relating to the proper functioning of the same. The Customer undertakes not to sublet the goods to third parties or in any case make the goods available or in the possession of third parties, for any reason or reason whatsoever, the Customer shall promptly notify AM, in writing, of any and all facts and/or circumstances of damage and/or destruction and/or perishing of the goods themselves, even if dependent on fortuitous events or force majeure.
Client Liability and AM Rights.
The Customer undertakes to use the assets following the instructions provided by AM and to take all necessary precautions so that the assets are kept in good condition for the entire duration of the Contract; the Tenant also declares and warrants that it has the know-how and in any case the necessary or otherwise useful skills for the proper use of the assets, that it possesses any necessary qualification/authorization for the operation of the assets themselves and that it complies with all applicable workplace safety regulations in relation to the use of the rented assets. The Client is considered the custodian of the assets and is therefore responsible for the safekeeping of the same, as well as for damages to property and/or persons, resulting from the use and/or possession of the same.
The Customer shall be liable for loss of the equipment, theft and for any damage caused to it in any way and AM, in such case, shall have the right to terminate this contract pursuant to and for the purposes of Article 1456 of the Italian Civil Code. In case of loss, theft of the goods, the Customer shall, in any case, indemnify AM for a value equal to the replacement cost of the goods. In case of damage, the Customer shall indemnify AM for all expenses necessary to repair the instrument or, where not possible, to the value equal to the replacement cost of the goods. In case of loss, damage or theft of the goods, the Customer will still be required to bear the rental fee on the terms already agreed between the parties, including as a penalty. All risks and responsibilities related to the use of the equipment, its custody, storage and use, will be borne for the duration of the rental exclusively by the Customer.
Failure to operate the goods due to ascertained defects of the same, shall not, however, result in the suspension of the contract nor in the suspension or reduction of the rent due and any other sum due under this Contract, this also as an express derogation to art. 1584, paragraph 1 of the Civil Code, it being understood that AM shall provide for the replacement of the same goods with others that are identical or have similar characteristics, also taking into account the state of use of the same goods.
AM reserves the right, during the course of the relationship, to proceed to check the state of use and preservation of the goods, including access to the Customer's premises.
Payment of Fees - Invoicing - Late Payments.
The rental fee is calculated for a period of 7 consecutive days. All started periods count for an entire week. The rental fee is calculated according to AM's Price List, excluding VAT, in effect on the day of issuance of the Order Confirmation or, if applicable, on the first day of the relevant extension of the rental period, as far as the duration of this period is concerned. For long-term rentals, the Customer may benefit from possible reductions on the rental fee, subject to written agreement to be finalized in any case with AM.
Invoices will be issued at the end of the rental period, if less than 4 weeks, for the total amount. For rental periods longer than 4 weeks, invoices will be issued monthly. II term of payment of invoices shall be settled between the parties in the terms set forth in the Order and Order Confirmation. In the event of delay in payment, even of a single fee or of the sums for any other reason due under the Contract, the Customer, without the need for a notice of default, shall pay default interest calculated at the rate provided for by D. Leg. October 9, 2002 No. 231 per week or fraction of a week of delay in payment and in any case at an amount not less than Euribor 3 months increased by eight percentage points. The Customer allows AM to charge each payment first to interest, then to expenses, including legal expenses, incurred by AM or provided for in this contract, and finally to the amount due as consideration (periodic fee or other amounts due).
Notifications of defective goods or damages for transportation activities.
If the Customer discovers any anomalies or defects in the operation of the goods, following the receipt of the same or as a result of use made of them, he/she shall immediately inform AM, in writing, of such circumstances, no later than 3 days after the discovery of such facts.
In the event of breakage or defects in the goods that may result from the activities of transportation of the goods themselves, the Customer shall also promptly inform the courier or transporter and directly initiate any action that may be taken, in this regard, against such parties for the facts that are attributable to the responsibility of the same, it being understood that the Customer will, in any case, be directly responsible to AM also for the facts of damage to the goods that are due to the initiative and responsibility of the courier or transporter.
Termination of Contract.
The parties expressly agree that pursuant to Article 1456 of the Civil Code. AM, by appropriate notice by registered letter A.R. or PEC, may terminate the Contract by right in the following cases of:
- a) total or partial non-fulfillment of the Customer's obligation to pay the periodic fees and/or any other sum placed on him/her, in this Contract, on the due dates provided therein, or non-fulfillment of any other obligation arising from this Contract or from the applicable law; b) total or partial non-fulfilment by the Customer of any obligation inherent in the use of the goods and/or due to theft, damage, failure to maintain, preserve, return of the goods, including due to fortuitous events or force majeure, arising from the Contract and/or other applicable law; c) opening of insolvency proceedings against the Customer or putting the Customer into liquidation or state of insolvency;
The termination shall be effective with the effects set forth in Article 8 below, however, it is without prejudice to the Landlord's right, at its sole discretion, not to invoke the termination, but to require the fulfillment of the Lease Agreement.
Effects of Contract Termination
The Customer shall arrange at its own expense, within five (5) calendar days from the date of termination of the Contract, for the return of the goods covered by the Contract, in favor of AM, and for the payment of any overdue Fees, interest thereon, and any other sums due to AM arising from the Contract.
AM shall also have the right to demand, by way of penalty, a sum corresponding to the amount of the Fees due up to the originally agreed upon expiration date of the Contract, without prejudice to further damages.
Use of assets by qualified personnel.
The Customer agrees that the goods shall be used only and exclusively by qualified personnel in accordance with the instructions specified by the manufacturer, in the user manual. Any courses for the use of the goods will be carried out for a fee at the premises of AM, as agreed separately between the parties, including economic terms. The course is intended only for learning the use of the goods.
Guarantees.
AM has the right to ask the Customer for the possible issuance of a first demand surety bond or, alternatively, the payment of an amount as a non-interest bearing security deposit, in favor of AM.
Each of the aforementioned guarantees shall be for the payment of periodic fees and any other sums for any reason due under this Agreement by the Customer, in accordance with the specific schedule provided for these purposes by AM and except as otherwise provided in the guarantee itself.
General Provisions.
The Contract contains all agreements made between the parties and supersedes any previous agreements regarding the goods. Any modification will be effective only if it is in writing and signed by the parties. AM's delay or failure to exercise its rights under the Contract, or toleration of conduct between the parties, shall in no event constitute acquiescence, waiver, or modification of such rights and as such may be exercised at any time. Unless otherwise stated in the Contract, communications between the parties will be effective only if sent by registered letter with return receipt or PEC.
Assignment of contract
The Customer hereby authorizes AM to assign, in whole or in part, to the extent of its respective competence, the contract and the related assets, or even only the rights and/or credits arising from the same contract, to third parties and/or companies. The assignment will be effective with respect to the Customer the moment it is communicated to the same by the assignor, by registered letter with return receipt or PEC, or the moment it is accepted by the same, in any written form. In the event of assignment, the Customer hereby declares that it releases the assignor from the assigned obligations. The Customer may not assign the Contract to third parties, sublet the assets, transfer their possession or holding or make them the subject of a pledge or guarantee, without the prior written authorization of AM.
Expenses.
Expenses, fees and taxes pertaining to this contract, as well as any charges or taxes, direct and indirect, inherent or consequent also in the future to the conclusion, execution or termination thereof, shall be borne exclusively by the Customer even if actually advanced to AM. For registration tax purposes, the parties declare that this contract is subject to VAT pursuant to Presidential Decree no. 634 of 25-10-1972.
Applicable Law and Jurisdiction.
The parties agree that for any dispute that may arise in direct or indirect dependence of this Contract and for the validity, interpretation and execution of the same, the Italian Law will be applied and the Court of Monza will be competent to hear it with the exclusion of any derogation for reasons of connection or continence of cause. Where the action is brought by AM this will have the right, alternatively, to refer also to the Judge of the place where the Customer has residence or domicile.
Applicable Law and Jurisdiction.
The parties agree that for any dispute that may arise in direct or indirect dependence of this Contract and for the validity, interpretation and execution of the same, the Italian Law will be applied and the Court of Monza will be competent to hear it with the exclusion of any derogation for reasons of connection or continence of cause. Where the action is brought by AM this will have the right, alternatively, to refer also to the Judge of the place where the Customer has residence or domicile.
