Between A.M. Instruments Srl with registered office in Cesano Maderno, via Manzoni 144 E/F , hereinafter A.M. Instruments and hereinafter "Purchaser"
1. Applicability of these general conditions.
1.1 These general terms and conditions of supply (hereinafter referred to as the 'General Terms and Conditions') form an integral and substantial part of all contracts/trade agreements for the sale by A.M. Instruments of products (hereinafter referred to as the 'Products') and/or for the provision of technical and specialized services (including, but not limited to, calibration, maintenance, bio-decontamination, validation, cleanroom activities and/or other related services (hereinafter referred to as the 'Services') to purchasing companies (hereinafter referred to as the 'Purchaser'). Each individual order/confirmation of order, together with these General Terms and Conditions shall be deemed, for all purposes, to be a contract and/or business agreement (hereinafter also 'Contract') independent and autonomous from any other. All offers, order confirmations, deliveries, and invoices of A.M. Instruments shall be deemed to be made under these General Terms and Conditions unless waived, by written authorization, by A.M. Instruments.
1.2 These General Conditions are understood to be accepted by the Purchaser, even if they differ from any general or particular conditions and/or purchase proposals however prepared and/or sent by the Purchaser. The latter, in any case, shall not bind A.M. Instruments in any way and shall not be construed as a binding bond between the parties, unless accepted by A.M. Instruments expressly in writing, and in any case shall not exclude the effectiveness and validity of these General Conditions insofar as they are not incompatible with them, unless waived in writing.
1.3 Should one or more provisions of these General Terms and Conditions be deemed invalid or unenforceable, this shall not affect the validity and/or enforceability of the remaining provisions of these General Terms and Conditions; any provisions deemed invalid or unenforceable may be replaced with new valid and enforceable covenants having content, as far as possible, equivalent to that of the provisions deemed invalid or unenforceable.
2. Conclusion of the Contract - Acceptance of Orders
2.1 Each Contract of Sale shall be deemed concluded when the Purchaser receives, from A.M. Instruments, written confirmation of the order issued by the Purchaser, which order A.M. Instruments reserves the right to accept or reject. In the event, however, that the Buyer receives from A.M. Instruments a written confirmation of the order containing terms and conditions that differ from the order itself, the Contract shall nevertheless be deemed to have been concluded between the parties on the basis of such differing terms and conditions, 3 (three) working days having elapsed from the receipt of such order confirmation by the Buyer, without the latter having sent to A.M. Instruments its own express written notice of relative non-acceptance. In the absence of written confirmation of the order by A.M. Instruments, the Contract shall, in any case, be deemed to have been perfected, at the latest, at the time of delivery of the Products and/or execution of the Services for the Buyer, according to the agreed delivery date.
2.2 Any offers made by A.M. Instruments to the Purchaser shall remain valid only for the period indicated therein and, once this period has elapsed, shall lapse without the need for revocation. In the absence of any express indication to the contrary, the offer shall be considered valid for 60 (sixty) days from the date of The delivery terms (or dates) indicated by A.M. Instruments, in the offer, are in any case to be considered between the parties as merely indicative and not peremptory.
2.3 Any cancellation or modification of the order by Buyer shall have no effect unless previously authorized, or subsequently accepted, in writing by A.M. Instruments. In the event of cancellations of specific orders for the supply of Products, to be made to Buyer's specifications, the Buyer also undertakes to purchase all the Products for which A.M. Instruments, by virtue of agreements, even in principle, already reached with the Buyer, has in any case already procured and/or which it has in any case already produced, in order to guarantee the fulfillment of individual orders of the Buyer or to meet in any case continuous supply obligations that may have been agreed with the Buyer.
2.4 Intermediaries and agents do not have the power to bind A.M. Instruments to Buyer, nor to enter into contracts in the name of and/or on behalf of A.M. Instruments, nor to receive, on its behalf, sums for consideration due for supplies. Bids submitted by brokers and agents are intended to be subject to written approval and confirmation by A.M. Instruments.
3. Pricing of Products and Services
3.1 Unless otherwise agreed in writing between the parties, the prices indicated by A.M. Instruments in the relevant quotation or, in the absence thereof, the prices set forth in the price lists provided by A.M. Instruments to Buyer and in effect at the time of execution of the Sales Agreement pursuant to Article 2.1 above and/or otherwise in effect thereafter shall apply to each purchase order.
3.2 Unless otherwise specified, all prices are exclusive of transportation, installation, and all other excise taxes, duties, and fees due. Applicable taxes are those in effect on the date of invoicing.
3.3 Any currency discounts on the prices applied shall be valid only if agreed in writing and shall be applicable only in the event that the Buyer complies with the payment terms established between the parties, also with regard to previous supplies of Products and/or Services.
3.4 Invoices shall be deemed accepted if not disputed in writing by Buyer within 14 (fourteen) days of their receipt.
3.5 A.M. Instruments reserves the right to adjust the prices of the Products and/or Services even after the conclusion of the Contract in the event of increases in production and/or procurement costs that were not reasonably foreseeable at the time the Contract was concluded, including, without limitation, increases in the cost of raw materials, energy, transportation, labour, or supplier pricing.
In such cases, A.M. Instruments shall notify the Purchaser in writing with at least 15 days’ prior notice, specifying the reasons for the increase and its impact on the prices.
If the overall increase exceeds 15% of the originally agreed price, the Purchaser shall be entitled to withdraw from the Contract with respect to the undelivered portion by giving written notice within [10] days of receipt of the price adjustment notice.
Failing such withdrawal within the above term, the new prices shall be deemed accepted.
4. Delivery - Risk of loss - Transfer of ownership.
4.1 Unless otherwise agreed in writing between the parties, A.M. Instruments will deliver the Products Ex-Destination for deliveries with a value of €700.00 (excluding VAT) or more.
4.2 Unless otherwise agreed in writing, transportation will always be by "tailgate" clause (to be understood that delivery does not include the unloading of the Products and porterage and that all risks of loss or deterioration of the Products from the time of unloading will be borne solely by Buyer).
4.3 Ownership of the Products shall pass to Buyer upon their delivery.
5. Delivery time - Acceptance of delivery
5.1 Delivery of the Products and/or performance of the Services shall take place within the delivery terms (or dates) expressed by A.M. Instruments in the order confirmation. In the event of any discrepancy between the terms (or dates) of delivery requested by the Purchaser, including those indicated in the order confirmation, to be understood in any case as merely indicative and not peremptory, and the terms (or dates) of delivery subsequently indicated by A.M. Instruments, the latter shall prevail. Compliance with the terms of delivery of the Products and/or performance of the Services is in any case subject to the condition of receipt by A.M. Instruments of any advance payments to be made by the Purchaser under the terms agreed by order confirmation or, in the case of Products to be made to the Purchaser's technical specifications also to the condition of receipt by A.M. Instruments of all the final technical specifications, drawings and technical data required by A.M. Instruments and/or necessary to be supplied by the Buyer, for the relative commissioning and supply of the Products. However, the terms of delivery and/or performance of the Services shall not be considered as essential terms for Buyer within the meaning of Article 1457 of the Italian Civil Code.
6. Wrong order - Wrong delivery
6.1 In case of erroneous order by the Buyer or erroneous delivery by A.M. Instruments, the return of the Products shall be made under the following conditions:
6.1.1 Acceptance of the return may take place only after verification of the integrity of the Products;
6.1.2 The returned Products must be in such condition as to be resalable, namely in their original packaging, without any Buyer's label and in the same quantities as contained in the original packaging, provided that they are still in the product catalog in effect on the date of return;
6.1.3 The Purchaser is required to provide photographic documentation attesting to the condition of the Products, which is useful for obtaining authorization to return the Products;
6.1.4 Further verification will be carried out on entry. If the Goods are found to be unsuitable, they will be returned to Buyer at its expense or the value partially refunded, at the discretion of A.M. Instruments.
7. Payments
7.1 Payments shall be made by Buyer in the manner specified by A.M. Instruments in the offer, order confirmation and/or invoice, from time to time, sent by A.M. Instruments to Buyer.
7.2 Failure, delay or partial payment, on the due date, of an invoice or debit note of A.M. Instruments and/or the occurrence of events that adversely affect the financial or economic situation of the Purchaser and any other fact constituting non-performance by the Purchaser with respect to the agreed payment commitments, will also result in the forfeiture of the Purchaser from the benefit of the subsequent terms granted for the payment of the Products and/or Services. In such a case, A.M. Instruments shall therefore have the right to take immediate action for the recovery of all debts owed by Buyer, even if they are not liquid and payable, and this at any time and without any obligation of prior notice and/or formalities. Any dispute or claim by Buyer for defects, non-conformities or faults in the Products shall not, under any circumstances, entitle Buyer to suspension or delay of payments due in favor of A.M. Instruments.
7.3 In the cases referred to in Article 7.2 above, A.M. Instruments shall also have the right, at its sole discretion, without thereby incurring any liability whatsoever, to: (i) not proceed with the execution of the order until receipt of full payment due from the Purchaser; (ii) suspend and/or refuse delivery of Products ordered and not yet delivered and/or Services not yet performed; (iii) revoke or decrease the value of any line of credit granted to the Purchaser and/or (iv) require the Purchaser to provide payment guarantees and/or different terms or methods of payment, both for supplies still in progress and for subsequent supplies; (v) immediately terminate the Contract, pursuant to and for the purposes of art. 1456 c.c., by written notice to be sent to Buyer by registered letter with return receipt or PEC.
8. Contractual guarantee
8.1 A.M. Instruments warrants that the Products supplied shall be free from defects in material and workmanship for a period of twelve (12) months from the date of delivery at Buyer's premises. For parts repaired during this period, a warranty of six (6) months from the date of return shall apply under the same conditions. Notice of any defects or faults must be made in writing, by PEC or registered A/R mail, within fifteen (15) days from the date of discovery, under penalty of forfeiture.
8.2 Following receipt of the complaint, A.M. Instruments reserves the right to examine the Products to verify the existence of the defect and its imputability. The warranty shall apply only to Products found to be defective by A.M. Instruments following such examination.
8.3 The warranty does not apply in the following cases:
i. expiration of the warranty period;
ii. absence or illegibility of the label bearing the serial number of the Product;
iii. modifications, tampering or repairs performed by personnel or service centers not authorized in writing by A.M. Instruments;
iv. damage resulting from improper, negligent use or otherwise not in accordance with the manuals and technical specifications;
v. use in environmental conditions more severe than those provided for in the technical documentation of the Product;
vi. damage caused by force majeure events, including but not limited to: natural disasters, fire, war, vandalism, theft power outages or fluctuations.
8.4 If a warranty defect is determined to exist, A.M. Instruments will, at its sole discretion, either:
(i) repair the Product; or
(ii) full or partial replacement of the Product; or
(iii) if repair or replacement is not possible, refund of the price paid by Buyer for the defective Product.
Repair or replacement activities for Products acknowledged to be defective will be performed at no charge to Buyer with respect only to the cost of spare parts and restoration operations. If the Product is to be returned to A.M. Instruments' premises, the Buyer will provide at its own expense for the shipment, by "temporary export"; for the return of the repaired Product, the transportation costs for the return of the same will be borne by the Buyer. A.M. Instruments will bear the transportation costs for the return of the Product if it is replaced to the Buyer, in case the validity of the warranty is recognized. In the event that the Product cannot be shipped, warranty repair work will be performed at the Buyer's location. In this case, A.M. Instruments will carry out the intervention and replace any spare parts covered by the warranty free of charge; on the other hand, only the out-of-pocket expenses incurred by the technical staff will be borne by the Buyer."
8.5 This contractual warranty is in lieu of and excludes all other warranties, express or implied, including any warranties of merchantability or fitness for a particular purpose.
In no event shall A.M. Instruments be liable for any direct or indirect, consequential, or incidental damages, including, without limitation, loss of use, loss of profits, or loss of revenue, arising out of defects or faults in the Products.
The aggregate liability of A.M. Instruments shall in no event exceed the amount of the price paid by Buyer for the defective Product.
8.6 The contractual warranty does not extend to uses other than those expressly provided for in the manuals and technical specifications supplied by A.M. Instruments. Any different use remains under the full and exclusive responsibility of the Buyer, who undertakes to indemnify and hold harmless A.M. Instruments from all consequent claims, disputes, damages or charges, including from third parties.
8.7 In connection with the performance of Services, A.M. Instruments warrants that such activities will be performed in a workmanlike manner and by qualified personnel. Any complaints regarding deficiencies in the execution of the Services must be communicated in writing, by PEC or by registered letter with return receipt, no later than 8 (eight) days from their execution or, in case of hidden defects, from their discovery, and in any case no later than 60 (sixty) days from the date of execution of the service, under penalty of forfeiture. A.M. Instruments, upon well-founded and timely reports, undertakes, at its own discretion, to repeat the execution of the Services or to provide corrective activities without charging costs to the Buyer. In any event, the aggregate liability of A.M. Instruments for the performance of the Services shall not exceed the amount paid by Buyer for the individual disputed action, with express exclusion of any other compensation or indemnity.
9. Services
9.1 A.M. Instruments may provide to Buyer, upon request and upon acceptance of the offer and/or order, specialized and/or technical services and, in any case, Services.
9.2 The Services will be performed by qualified personnel and according to standards of good engineering, based on the specifications agreed upon from time to time. Buyer agrees to make available to A.M. Instruments, in a timely manner, all information, premises, resources and conditions necessary for the smooth and safe performance of the Services.
9.3 Any timetable and/or deadline for performance of the Services shall be purely indicative in nature unless otherwise agreed in writing. A.M. Instruments shall not be responsible for delays attributable to causes not directly attributable to itself or to objective impediments occurring at Buyer's site and/or at the places of performance of the assignment.
9.4 The fees for the Services shall be as stated in the bid and/or order confirmation. Unless otherwise stated, prices are exclusive of any tax or incidental charges, and exclusive of any additional costs for travel, consumables and devices used, which will be charged separately.
9.5 A.M. Instruments shall not be liable for damages or losses resulting from interruption or suspension of the Services caused by Buyer's environmental, instrumental, structural, or organizational conditions that do not conform to the minimum technical requirements or as agreed.
10. Early termination
10.1 Without prejudice to any other remedy available, A.M. Instruments shall have the right to terminate in advance, with immediate effect pursuant to Article 1456 of the Italian Civil Code, each Contract of Sale concluded on the basis of these General Conditions, by registered letter with acknowledgement of receipt and/or by means of PEC, addressed to the Purchaser and to be sent to the same, in the event of a breach from obligations arising from these General Conditions and, in particular those set forth in Art. 7, 11 and 12, where said breach is not remedied or remedied by the Purchaser, to the satisfaction of A.M. Instruments, no later than 15 (fifteen) days after A.M. Instruments sends the Purchaser a written notice to comply.
11. Know-how and confidential information
11.1 The know-how and other confidential information of A.M. Instruments, both relating to the Products and Services, and to any and all documents and/or communications transmitted to the Purchaser, functional to carry out any and all supply of Products and/or execution of Services, are to be understood to be the exclusive property of the latter (even where, the same A.M. Instruments disposes of them because they are provided to the same by third parties) and are made available to the Purchaser in strict confidence and only for the purposes referred to in the Contract of sale and/or execution of Services concluded on the basis of these General Conditions.
The Purchaser therefore assumes the obligation to use A.M. Instruments' confidential information only to the extent strictly necessary for the performance of each Contract of Sale and/or performance of Services and the use of the related Products and/or Services and not to disclose said confidential information to any third party, unless authorized to do so in writing by A.M. Instruments.
12. Trademarks and other intellectual property rights
12.1 The Purchaser shall, under no circumstances, have the right to deposit and/or register and/or allow third parties to deposit and/or register the trademarks and/or signs owned by A.M Instruments and/or otherwise confusingly similar to the same, the trade name(s) or expression(s) employed by A.M. Instruments in the context of the promotion for sale of the Products and/or performance of Services (which are and shall remain the exclusive property of A.M. Instruments), or similar and/or confusingly similar terms or expressions.
12.2 A.M. Instruments shall not be liable for any injury, loss, damage or other expense of any nature whatsoever, direct or indirect, which Buyer incurs as a result of infringement by A.M. Instruments of third party intellectual property rights, except where it is shown that A.M. Instruments had knowledge that the goods in question had been manufactured, produced or distributed in violation of the pre-existing intellectual property right belonging to a third party.
12.3 In the event that Products and/or performed Services are manufactured by A.M. Instruments in deference to the indications and/or technical specifications expressly provided by the Purchaser, or in the event that any manufacturing procedure or on manufacturing stages of the Products and/or Services are applied by A.M. Instruments to the Products and/or Services, on the basis of instructions expressly provided directly by the Purchaser, the latter shall be obliged to indemnify A.M. Instruments all losses, damages, costs and expenses that it is obliged to suffer or incur in relation to the Products and/or Services supplied, for claims made by third parties, or that it has had to pay to third parties, even in settlement of any claim, demand or action suffered for facts relating to contested infringement of models, patents, copyrights, trademarks or other industrial or intellectual property rights.
13. Force majeure and limitation of liability
13.1 A.M. Instruments shall not be liable to Buyer for any non-performance caused by events beyond the reasonable control of A.M. Instruments such as, but not limited to, industrial action, strikes, transportation difficulties, natural events, wars, street disturbances, administrative seizure measures, embargoes, laws or regulations of any territorial body or administrative authority, non-delivery or delayed delivery of work materials by suppliers due to events beyond the reasonable control of such suppliers.
13.2 The warranties and liabilities of A.M. Instruments, arising out of and in connection with contracts entered into on the basis of these General Conditions, are limited to those expressly provided herein. Except in cases of willful misconduct and gross negligence on the part of A.M. Instruments, A.M. Instruments shall therefore have no other liability in connection with the Products and/or Services and in no event shall A.M. Instruments be liable for direct, indirect or consequential damages, lost profits, direct or indirect losses of any kind arising out of the purchase of the Products and/or Services. The Purchaser acknowledges that the overall liability of A.M. Instruments, arising out of and/or relating to the contracts concluded under these General Conditions shall, in any event, be limited to the price paid by the Purchaser in connection with the relevant Products and/or Services.
13.3 No fact and/or circumstance related to pandemics and/or epidemics may be invoked by Buyer as a cause of force majeure in order to justify the delay of payments due to A.M. Instruments.
14. Processing of Personal Data
14.1 The Purchaser acknowledges that he/she is informed, pursuant to, to the effects and for the purposes of art. 13 and art. 14 Regulation (EU) 2016/679 ("GDPR"), that the "personal data" communicated and/or exchanged with A.M. Instruments, even during pre-contractual information, will be processed by A.M. Instruments; it is also understood that the Purchaser expressly consents to the processing of "personal data" availing himself/herself of his/her rights according to what is expressed in art. 7 GDPR.
15. Governing Law – Jurisdiction
15.1 These General Conditions and each Supply Agreement shall be governed, exclusively by Italian law.
15.2 For any dispute concerning the interpretation, validity and execution of each Contract, in relation to which these General Conditions apply, the Court of Milan shall have exclusive jurisdiction. Pursuant to and for the purposes of articles 1341 and 1342 of the Italian Civil Code, the provisions set forth in the following articles are expressly accepted by the Purchaser: art. 7) Payments; art. 11) Know-how and confidential information; art. 12) Trademarks and other intellectual property rights; art. 15) Applicable Law - Jurisdiction.
