ART. 1) DEFINITIONS
MEGATRON: MEGATRON S.R.L. with registered office in Caivano (Naples) – 80023 Z.I. ASI Pascarola – Fiscal Code and VAT No. 04674161213
Customer: The Party requesting a business offer from MEGATRON in connections with products/services or sending an Order.
Request for Offer: The document by means of which a Customer requests a business offer from MEGATRON by letter, fax or email in connection with products and/or services.
Offer: The document produced by MEGATRON (which must be signed) containing a business offer such as to enable the Customer to send an Order.
Order: The document (which must be signed) by means of which the Customer requests the supply of products/services from MEGATRON.
Order Confirmation: The written notice by letter, fax or email by means of which MEGATRON advises the Customer of acceptance of the Order, thus bringing about conclusion of the Contract.
Contract: The final outcome of the Order Confirmation and governed by these GCS.
GCS: General Conditions of Sale
Parties: MEGATRON and the Customer
Carrier/Shipping Agent: The Third Party appointed to transport the good to destination.
ART. 2) APPLICATION OF THE GCS.
- The General Conditions of Sale set out here apply to all contract relations with MEGATRON S.r.l. and its Customers in respect of Products and/or Services marketed by it.
- These GCS together with the Order and the Order Confirmation, represent all of the agreements reached between MEGATRON and the Customer relating to the supply that is the subject matter of the Order.
- Any waiver of these General Conditions of Sale is valid only if expressly included in the Order Confirmation duly signed by MEGATRON.
- MEGATRON has made these GCS available for consultation by publishing them on its corporate website megatronsensors.com
ART. 3) CONCLUSION OF THE CONTRACT
- Any clause or special condition of purchase shown in the Request for Offer sent to MEGATRON that is in conflict with these GCS shall be deemed null and void if not expressly accepted in the Order Confirmation.
- The Offer issued by MEGATRON in response to a Request for Order will not constitute a proposal for contract in the terms of Art. 1326 of the Civil Code and is therefore in no case binding upon MEGATRON. It has a purely indicative nature with regard to its willingness to provide the supply indicated therein;
- Any clause or special condition of purchase shown in the Order sent to MEGATRON that is in conflict with these GCS shall be deemed null and void if not expressly accepted in the Order Confirmation;
- The duly signed Order Confirmation is the sole document wherein MEGATRON may legitimately waive these GCS;
- In the event of disagreement between the provisions of the various contract documents, those of these GCS shall prevail both over those contained in the Order and those contained in the Request for Offer or the Offer itself; whereas the SOLE provisions contained in the Order Confirmation shall prevail over those contained in these GCS;
- Any of the Customer’s General Conditions of Purchase not expressly accepted by MEGATRON in the Order Confirmation, even if shown in the Order, shall not be applicable.
- The Offer from MEGATRON shall be valid only if sent directly from the firm itself. No Agent has the power to accept any Order; therefore any Order Confirmation must necessarily originate from MEGATRON.
- The Contract is concluded with the sending of the Order Confirmation by MEGATRON. The Customer must deal with checking all the data contained therein; these are to be deemed accepted if not challenged in writing within two working days.
ART. 4) GENERAL PROVISIONS
4.1) The Parties mutually agree that the personal data notified and/or exchanged, even in the pre-contract information stages, have been and shall be subject to processing within the meaning and pursuant to in the terms and for the purposes and the ends of Law 31/12/96 n° 675, as amended, of Legislative Decree dated 30/6/2003 n° 196 and the most recent EU regulation 2016/679 – General Data Protection Regulation.
4.2) All information exchanged between the Parties is to be deemed confidential. For the entire duration of the relationship, and for a further three years from delivery of the last supply of each product, the Parties undertake to hold as confidential and not to disclose to third parties, where this is not strictly necessary for the purposes of legitimate use of the goods purchased, information, price lists, designs, tables, drafts and any other information obtained and shared in any form, or technical data relating to the products purchased, and also any administrative or commercial information relating to the contract of sale of said goods (price, payment terms and warranty, etc.) without the prior authorisation in writing of the other party.
4.3) The Parties expressly agree that the notices exchanged by electronic means are deemed equivalent to those in writing, with full validity between the parties themselves.
4.4) The Customer assumes full responsibility for the results obtained from using MEGATRON products.
4.5) The Parties undertake not to commence legal, judicial or out-of-court action to protect their rights once more than one year has run with effect from the date of the event that might legitimate such action.
4.6) The Customer grants to MEGATRON a royalty free, perpetual and non-exclusive license for MEGATRON to use the Customer’s brand and company name as well as other distinguishing features of the Customer, and other distinguishing features of the Customer, it being understood that said license to use is limited to MEGATRON providing its own advertising material (e.g. printed and electronic catalogues and brochures) or to MEGATRON’S participation in calls for tenders and/or requests for information, requests for proposal or requests for offer held by public or private entities.
ART. 5) PRICES
5.1) Sales prices are those indicated in the MEGATRON Official Price List current at the time of signing the Order Confirmation or those actually indicated in the Order Confirmation (specifically or by means of reference to the prices indicated in the Offer that the Order conveys and then subject matter of the Order Confirmation).
5.2) The price refers to a supply delivered free at the operations site of MEGATRON in Caivano (Naples) – 80023 Agglomerato ASI Pascarola and does not include transport, VAT, duties, insurance and in general any fiscal or insurance charge tied to the sale or export, including therein any sanctions and/or duties or any documents/authorisations/certificates.
5.3) The updates made to the MEGATRON Official Price List shall be communicated to the Customer in writing or by electronic means and shall take effect for all orders subsequent to the date of this advice.
5.4) In case of a change request by the customer after receipt of Megatron’s order confirmation (product type, quantity, delivery date change, cancellation, etc.) MEGATRON reserves the right to charge the Customer any costs incurred in implementing the requested change.
5.5) MEGATRON will at all times make best efforts to maintain the prices proposed during the quotation phase. However, in the event of sudden and unsustainable changes in the costs of raw materials, MEGATRON reserves the right to inform the customer of such changes and to adjust prices even for orders already confirmed.
5.6) MEGATRON will investigate in good faith any case of product non-conformity reported by the Customer. Should checks by MEGATRON indicate that product supplied meets the publicized specification, we reserve the right to charge the Customer for the costs of processing and handling the complaint.
ART. 6) CONDITIONS OF PAYMENT
- Payment of the price must be made in accordance with the terms agreed and accepted (Offer – Order – Order Confirmation). In the absence of specific agreement, payment must be made by bank transfer to be performed within 5 working days from “NOTICE OF GOODS READY”. The goods will be shipped only subsequent to actual receipt of advance payment.
- In the event of a delay in payment the Customer shall pay interest to MEGATRON in the terms of Legislative Decree 231/2002, without prejudice to any greater injury suffered.
- Should this be possible, MEGATRON may at its exclusive discretion deal with delivery in instalments invoicing the individual deliveries separately within a single Order. In this case the terms of payment will apply to the individual delivery instalments with related due dates for payment.
ART. 7) SUSPENSION OF DELIVERIES AND CONTRACT RESOLUTION
7.1) MEGATRON may suspend deliveries in respect of orders already confirmed and accepted in the event of failure to pay on the part of the Customer even of a single due date agreed, or in the event of the Customer actually being in breach regarding other contracts or any contract obligation assumed.
7.2) After the conclusion of the contract, if the economic situation of the Customer changes substantially following protests in respect of bills of exchange, forced executions by creditors on assets of the Customer, insolvency procedures or similar events, in addition to immediate suspension of deliveries, MEGATRON reserves the right to terminate the Contract with immediate effect as well as the right to revoke the Customer’s benefit of term in the terms of Art. 1186 with request for immediate payment of the price.
7.3) Resolution of the contract, suspension of deliveries and forfeiture of the benefit of term must be notified to the Customer in writing.
ART. 8) LIMITATIONS AS TO USE AND LIABILITIES
8.1) Products sold by MEGATRON must be utilised solely and exclusively for the purposes indicated by the respective Customers (original producers). These purposes do not, as a rule, include the use of products in systems of protection and/or support of human life, use in connection with nuclear/explosive materials or any other purpose where a malfunction of a MEGATRON product might cause injury to human life, the body or health or in any event major injuries.
8.2) In the event of the Customer using or reselling products purchased for one or a number of the foregoing purposes, they shall do so at their own exclusive risk and hazard with all consequent liability.
8.3) Without prejudice to the limits that cannot be waived in the terms of the law, the liability of MEGATRON vis-à-vis the Customer for direct and indirect injury by way of contract, of any other kind and for any form of damages and/or by way of indemnity deriving from any source, may in no case exceed a sum amounting to 100% of the price.
8.4) In purchasing, supplying and utilising MEGATRON products, the Customer undertakes to abide by any international sanctions imposed by Governmental Bodies.
8.5) Without prejudice to the limits that cannot be waived set under the law MEGATRON will not be bound to indemnify the Customer for loss of income and/or any damages for direct or indirect injury. By way of example and not exhaustively, MEGATRON will not indemnify any injuries deriving from loss of turnover, loss of profit or loss of contract, nor will MEGATRON ever indemnify the Customer in respect of any damages, due for any cause, that the Customer may actually be called upon to indemnify to third parties etc.
ART. 9) TERMS OF DELIVERY
9.1) The term of delivery agreed between the Parties normally commences with effect from the date of forwarding the Order Confirmation or, if subsequently, with effect from the latest of the following events
- a) collection on the part of MEGATRON of the payment on account – where provided;
- b) approval of the designs and executive outlines – where provided;
- c) receipt of the materials that MEGATRON must receive from the Customer – where foreseen specific for the supply;
- d) the Customer obtaining the authorisation to import – where provided.
For calculating delivery days, five working days per week are considered and public holidays are not considered.
9.2) The delivery term is to be extended automatically in the event of events of force majeure occurring for the entire period during which the event actually lasts. Delivery terms shall in no case be deemed essential and binding; the Customer indeed undertakes in any event to receive the material ordered even once this term has run.
9.3) The delivery term is to be extended automatically in the event of one of the following events occurring (for the entire duration of the event):
- a) delay in payment by the Customer;
- b) failure on the part of the Customer to provide essential data for processing the Order;
- c) request by the Customer for changes with regard to the original Order;
- d) request by the Customer of changes with regard to the quantities of products ordered;
- e) request by the Customer for delivery in instalments.
ART. 10) PENALTIES FOR DELAYS IN DELIVERY
10.1) The Parties agree that any penalties for delay in delivery must be set expressly in the Order Confirmation.
10.2) In the event of MEGATRON is obliged to pay a penalty pursuant to Art. 1382 of the Civil Code, this sum must be deemed to be the sole and exclusive enforceable remedy, while compensation for any further injury is in all events excluded.
10.3) The penalty must be demanded by the Customer by means of Registered letter or PEC (Certified Electronic Mail) and no retroactive commencement as compared to the date of receipt of this is to be admitted.
10.4) The penalty shall not however be owed if the demand does not arrive within 10 working days from the effective receipt of the goods by the Customer.
ART. 11) ORDERABLE QUANTITIES
11.1) Should the products be manufactured on the basis of technical specification of the Customer, these shall be sold in the exact quantity shown at the end of the production cycle. Therefore, taking into account any wastes, the Order is to be understood as being fulfilled even when there are quantities in excess or short within the limit of 10% of the quantities ordered.
11.2) In any event the Customer undertakes, within the above limits, to receive the quantities actually produced.
11.3) The minimum invoice amount is Euro 500.00 plus VAT. With regard to any smaller amounts, MEGATRON reserves the right to charge the Customer the minimum invoice sum.
ART. 12) WARRANTY
12.1) MEGATRON warrants that the products sold are free from flaws and defects of manufacture for a period of twelve months from the date of actual delivery documented by the Document of Transport or Accompanying Invoice. Once this term has run, the warranty ceases, even if the products have not been put to work for any reason. Should any defects be detected during this period, MEGATRON shall either repair or replace the defective products free of charge in the shortest time possible.
12.2) The warranty shall not be valid in the following cases:
- improper (non-compliant) use of the product;
- use of the products for purposes other than those for which they were intended;
- insufficient or inappropriate maintenance;
- failures caused by negligence during transport of the product;
- natural wear and tear;
- improper storage of the products;
Any replacement or repair of the products must be authorised in writing by MEGATRON and shall in any event be performed only if the Customer has met their obligations at that time in full.
12.3) The Customer may not suspend fulfilment of the obligations (first among these being payment of the price at the agreed due dates) for any claims invoking this warranty.
12.4) Any claims for products that are non-compliant with specifications or malfunctioning may be submitted in writing within a maximum of 10 working days from the actual arrival of these.
12.5) Any shortfall or evident damage to the goods due to transport of these must be reported immediately to the Carrier when accepting the goods subject to proviso, and subsequently notifying such event to MEGATRON within 48 hours from the event. Otherwise, neither charge nor challenge will be possible by the Customer against MEGATRON.
12.6) If the complaint is timely and grounded, MEGATRON’S obligation shall be limited to the replacement/repair of the non-compliant products, any right of the Customer to demand termination of the contract or compensation for any direct and/or indirect damage being excluded. Shipments made as a consequence of warranty consideration are at the exclusive risk of the Customer.
12.7) No challenge made shall authorise the Customer to perform (or have performed by third parties) repairs or selections or modifications without prior written authorisation from MEGATRON which, in such case, will not accept charges of any kind.
ART. 13) PLACE AND MANNER OF DELIVERY
13.1) Unless otherwise agreed in writing, MEGATRON supplies its products free EX Works at its own plant located in Caivano (Naples) – 80023 Z.I. ASI Pascarola. The sale is to be understood as being concluded by means of delivery of the goods to the third party (Carrier/Shipping Agent etc.) indicated by the Customer in due course. Failing this indication, the Customer expressly authorises MEGATRON to select a Carrier/Shipping Agent, relieving it from liability in respect of this choice.
13.2) In compliance with current regulations in the matter (Art. 1510 of the Civil Code), carriage is at the Customer’s risk, even if sold carriage paid or carriage paid with invoicing of the cost of the shipment.
13.3) Products are not insured against risks deriving from transport, unless expressly agreed to the contrary.
ART. 14) TECHNICAL PRESCRIPTIONS AND PROFESSIONAL USE OF THE PRODUCTS SUPPLIED.
14.1) The Customer explicitly declares that they are informed in respect of the safety regulations relating to the use of the Products and the features of use of these. Should MEGATRON make Products based on technical specifications supplied directly by the Customer, it will be relieved from all liability with the exclusion of that deriving from the products exactly fulfilling the technical specifications supplied.
14.2) MEGATRON subjects products sold to the normal routine tests (operational checks at room temperature). Any acceptance testing or specific trials must be requested specifically and accepted explicitly in the Order Confirmation, and they are normally invoiced separately.
14.3) As part of its pursuit of continuous improvement of its products, MEGATRON reserves the right to make all technical improvements that it deems necessary with no obligation of prior notification to the Customer.
ART. 15) FORCE MAJEURE
15.1) Neither of the parties shall be liable for its non-fulfilment in connection with the obligations provided herein if they are able to prove:
- a) that the non-fulfilment was caused by an event beyond their control; and that it was not reasonable to expect that, at the time of signing this Agreement, they could foresee such contingency and its effects upon the capacity to fulfil: and that:
- b) it was not reasonably possible to avoid or remedy said event or, at the least, its effects.
15.2) A “Force Majeure Event” under this clause, for illustrative purposes and without being exhaustive shall include natural disasters, fires, floods, wars (declared or undeclared) civil insurrections, riots, embargoes, sabotage, accidents, trades union disputes, strikes, orders of any public or government authority, local or national, including laws, ordinances, rules and regulations, valid or invalid, and any other similar or different circumstance arising therefrom.
15.3) Should a Force Majeure Event occur, the Party suffering the consequences of it (“The non-fulfilling Party”) shall inform the other Party of the occurrence of such event and its incidence upon the non-fulfilling Party’s capacity to meet their contractual commitments. In such case, the parties shall meet to adopt the actions necessary for cancelling or reducing the effects of said event. For the entire duration of the Force Majeure Event or its effects, the non-fulfilling Party shall not be deemed liable for their inability to meet their obligations, the execution of which is hindered by the Force Majeure Event, without prejudice to these obligations being met as soon as possible after the Force Majeure Event has ceased to apply. For the duration of the Force Majeure Event, the fulfilling Party may abstain from meeting a number of the obligations foreseen herein, if and to the extent said obligations are tied to the obligations of the other Party, the execution of which is hindered by the occurrence of an event of Force Majeure.
15.4) Irrespective of the foregoing, should the Force Majeure Event continue for more than two (2) months, the fulfilling Party may, at their discretion, terminate this Agreement with no further liability for any of the Parties.
ART. 16) OBLIGATION OF PRIOR NOTIFICATION
16.1) Both the Customer and MEGATRON, prior to acting for termination of the contract, must formally notify by registered letter or PEC (Certified Electronic Mail) granting the other party a term of not less than 15 days, pursuant to Art. 1454 of the Civil Code.
Once MEGATRON has begun performance of the contract in the terms indicated above, it may no longer be terminated.
ART. 17) PRIVACY
ART. 18) APPLICABLE LAW
The contract is governed by Italian law.
ART. 19) JURISDICTION
The Court of Naples shall have sole jurisdiction for any dispute arising from the application of these GCS and pertaining to any contractual relationship between MEGATRON and its Customers.
In any event, application of the Vienna Convention on the International Sale of Goods dated 1980 is expressly excluded.
(date, stamp and authorised signature)
Within the meaning of Articles 1341 and 1342 of the Civil Code, the Customer declares to have read this document, to fully accept all these Conditions of Sale, and in particular accepts and approves the following articles:
3) Conclusion of the Contract
4.4) and 4.5) 4.6) General Provisions
7) Suspension of deliveries and contract resolution
8) Limitations of use and liabilities
9) Terms of delivery
10) Penalties for delay in delivery
11) Orderable quantities
13) Place and manner of delivery
14) Technical prescriptions and professional use of the products supplied
15) Force Majeure
16) Obligation of prior notification
(date, stamp and authorised signature)
MEGATRON S.R.L. – S.S.87 – Z.I. ASI Pascarola, 80023 Caivano (Na) – Italy – Tel. +39 081 818 70 36 P.IVA/VAT: IT04674161213