Effective as of January 2025
1 General scope of application
1.1) The offer of RESET S.p.A. Società Benefit (hereinafter referred to as RESET) is aimed exclusively at “business” end users (companies of any nature) who use the services as part of their professional, commercial or institutional activity, including traders registered in the business register, legal entities under public law and special funds under public law pursuant to the Italian Civil Code. The service may consist of the supply of goods, the performance of services, or both, including works contracts. The Customer, upon request by RESET, must demonstrate the entrepreneurial nature of his business. With the order, the Customer guarantees that the services ordered will be used exclusively for professional purposes (so-called B2B contract).
1.2) RESET provides all services to Customers exclusively on the basis of these General Terms and Conditions (GTC), regardless of the type of contract signed (for example, sales contract, works contract, rental contract, etc.). These GTC also apply to future commercial relationships with the customer, even if not expressly mentioned.
1.3) RESET does not accept and expressly rejects any general conditions proposed by the Customer. These conditions will not become an integral part of the contract, even if the customer indicates or confirms them in his orders and RESET does not expressly contest them.
1.4) Any individual agreements between the parties or specific provisions reported in the contractual documents displaces the provisions of these GTC in case of conflict. The acceptance of these particular conditions must in any case be confirmed by RESET to the customer via certified email or similar.
2 Effects of Order and Acceptance
2.1) Unless otherwise expressly indicated, RESET offers are not binding and are subject to the order confirmation referred to in the next point.
2.2 ) The Customer’s order constitutes a binding proposal. RESET may accept this proposal within 15 working days of receiving it by sending an order confirmation.
2.3 ) The confirmation referred to in point 2.2 will contain an indication of the time necessary for the plant / system construction and availability which, except for specific needs previously indicated in the order confirmation, are generally estimated in 120 working days from the date of receipt of the first payment referred to in point 4.3 sub a).
2.4) The delivery times indicated in the order confirmation are to be considered indicative and not exhaustive, as force majeure events cannot be foreseen at that time such as, by way of example and not limited to, natural disasters, wars, riots, general or sectoral strikes, government decisions that prevent the execution of the supply or unforeseen events in the supply chain.
2.5 ) Force Majeure cases include those in which one or more suppliers of main or essential components for the production of the goods to be supplied, faces delays in deliveries, production stop, or in any case in which these suppliers are unable to supply the necessary components. The execution of contractual services will be suspended for the time strictly necessary to find equivalent products or make the necessary changes to the production process.
2.6 ) If the parties sign a supply contract, the same will be considered accepted by RESET as referred to in point 2.2
3 Terms of delivery
3.1) Unless otherwise agreed in writing, the information relating to weights, measurements and technical data shown in drawings, brochures, illustrations and other documents are to be considered indicative and non-binding. They do not constitute a guarantee of quality or any other form of guarantee.
3.2) The object of the contract is exclusively the product sold with its characteristics and its intended use, as described in the product technical data sheet. Any additional features or uses not explicitly agreed to in writing are not included.
3.3) RESET supplies all its systems, “ex works” without packaging, transport or insurance included, unless otherwise agreed in writing pursuant to the following art.7.
4 Prices and terms of payment
4.1) All prices are “ex works” and are subject to value added tax (VAT) where applicable.
4.2) Any discounts may only be applied if expressly agreed in writing.
4.3) Payments must be made as follows:
a) 30% of the purchase price (first instalment) must be paid within 10 days from the date of receipt of the relevant proforma invoice, which will be issued at the same time as the order confirmation referred to in point 2.2.;
b) 30% of the purchase price (second instalment) must be paid within 30 days from the date of receipt of the relevant proforma invoice, which will be issued 45 days after confirmation of the order referred to in point 2.2;
c) 30% (third instalment) must be paid within 30 days from the date of receipt of the relevant proforma invoice, which will be issued 90 days after confirmation of the order referred to in point 2.2;
d) The remaining 10% must be paid 15 days after the testing of the system which will take place at the manufacturer’s headquarters, upon convening the customer, to be carried out with at least 10 days’ notice, without prejudice to the provisions of the art. 1665, co. 3, c.c.
4.4 ) The unavailability of the customer to receive or collect the goods, after 15 days from the positive testing of the system, does not constitute a justified reason for delayed payment, unless such unavailability is due to causes of force majeure as described in article 2.5.
4.5) In the event of a delay in payment, RESET may request immediate payment of all sums due in relation to the execution of the contract.
4.6 ) Bills of exchange and checks will be accepted only for payment purposes; the customer will bear the related costs.
4.7) RESET reserves the right to withdraw from the contract in the event of deterioration of the customer’s solvency or other prejudicial circumstances in the manner indicated in point 5.
5 Express Termination clause
5.1) Pursuant to Article 1456 of the Italian Civil Code, the parties accept that the contract must be considered terminated upon the occurrence of the following circumstances of non-compliance.
5.2 ) It is expressly agreed, pursuant to and for the purposes of art. 1456 of the Italian Civil Code, that failure to pay any amount due within 30 days of the deadline will cause the automatic termination of the contract, without the need for further notices or formal notice. The creditor party may communicate its intention to make use of this clause by registered letter or certified e-mail, and the resolution will be considered effective upon receipt of the aforementioned communication. Consequently, RESET, without prejudice to the request for any greater damage suffered, may retain the sums already received in proportion to the services performed up to the moment of termination or default by the Customer. The violation of any of the confidentiality obligations provided for by the contract will result in its automatic termination, without the need for any warning or deadline for compliance.
5.3 ) If one of the parties does not comply with the applicable workplace safety regulations, the contract will be considered automatically terminated, with immediate effect from receipt of the written notice of termination from the other party.
5.4 ) In case of failure to comply with the tax obligations established by law, such as failure to issue invoices or failure to register economic transactions, the contract may be terminated unilaterally, with written communication sent to the counterparty.
5.5 ) If one of the parties is declared insolvent or subject to bankruptcy proceedings, the contract will be terminated by law, unless agreed in writing between the parties.
5.6 ) Failure to stipulate or renew insurance policies, where provided for in the stipulated contracts, will constitute cause for express termination, with effect from receipt of the notice of termination.
5.7) If the Customer is subjected to judicial or administrative proceedings that compromise his ability to fulfill his contractual obligations, the fulfilling party will have the right to immediately terminate this contract by sending a simple written communication.
5.8) In the event of the opening of insolvency proceedings, seizures or seizures on the Customer’s assets, the fulfilling party may terminate the contract pursuant to art. 1456 c.c. with immediate effect from receipt of the termination notice.
5.9 ) If the Customer is the subject of criminal proceedings that may compromise his reputation or economic capacity, the contract will be automatically terminated, without the need for formal notice or further notifications.
5.10) In the event of interdiction, disqualification or declaration of legal incapacity of the Customer, the contract may be terminated by right on the initiative of the fulfilling party, with written communication.
5.11) Pursuant to and for the purposes of article 1382 et seq. of the Italian Civil Code, in the event of termination of the contract due to non-compliance by the Customer, RESET will be authorized to withhold, as reimbursement for the activities carried out and to cover the commitments undertaken, the sums already paid by the Customer in accordance with the deadlines established in the contract. This retention will be proportionate to the activities actually carried out up to the moment of non-fulfilment, including costs incurred for materials, labour, subcontracts and any other activity attributable to the execution of the contract.
5.12) The intention to apply the express termination clause, which must be communicated via registered letter with return receipt or certified electronic mail to the address provided in the contract and will take effect from the date of its actual receipt, must clearly indicate:
• The article and letter of the express termination clause violated;
• The specific breach contested;
• The intention to consider the contract terminated with immediate effect, pursuant to Article 1456 of the Civil Code.
6 Terms of testing, provision and transfer of ownership
6.1) The date of system test is subject to the resolution of all technical and commercial issues and the fulfillment of the customer’s obligations.
6.2 ) The transfer of ownership of the goods to the customer, even in the event of early collection or delivery of the goods, will take place only after full payment of the same.
6.3 ) In any case, the customer must check the goods upon collection or delivery, and communicate any defects within the following 10 days. Any hidden defects must instead be communicated immediately after their discovery, in any case within the deadlines established by law.
7 Transfer of risk
7.1) The risk of accidental loss or damage to the goods passes to the customer according to the conditions of the “ex works” clause (Ex Works – EXW). In any case, if the customer delays acceptance of the goods, the risk of deterioration and/or destruction of the same will pass exclusively to him, in accordance with what is expressly provided for by art. 1665 of the Italian Civil Code.
7.2) Where RESET is responsible for transporting the goods to the destination, the customer assumes the risk of delivery. Upon express request of the Customer, however, RESET may take out transport insurance for the goods at the customer’s expense, to be paid in advance to RESET itself.
8 Warranty for material defects
8.1) The warranty period for the goods is 12 (twelve) months. In the event of defects, the Customer has the right to repair or replacement of the defective goods, except for damage caused directly or indirectly by inappropriate use of the goods supplied by RESET, which differs from the requirements specified in the use and maintenance manual provided to the Customer.
8.2) If RESET is unable to repair or replace the defective goods within a reasonable period, the Customer is entitled to ask RESET for authorization to proceed on its own. RESET, having assessed the adequacy of the cost of the repair/replacement, will authorize the Customer in writing to take action on his behalf. The replacement of components must be carried out under the supervision of RESET personnel. The Customer has the right to request reimbursement of the costs incurred for the restoration of the components under warranty. The guarantee applies only if the customer has fulfilled all contractual obligations, including payment.
8.3) The exclusion or limitation of liability also applies to RESET’s employees, representatives and agents.
8.4) The above limitations do not apply in case of injury to life, person or health, nor in case of specifically assumed quality guarantees or mandatory responsibilities provided by law.
8.5) Defects or damage due to natural wear and tear or improper use of the goods by the customer are excluded from the guarantee.
8.6) The warranty is valid only if the customer has respected the maintenance and operating instructions provided by RESET.
8.7) The guarantee is excluded for the purchase of used goods.
8.8) RESET assumes no responsibility for products provided free of charge for testing purposes.
9 Other liability
9.1 ) The liability of RESET and its employees is limited to direct damages concerning the goods delivered, except for fraud or gross negligence.
9.2 ) In case of slight negligence, RESET’s liability will be limited to foreseeable and direct damages.
9.3 ) There will be no liability for damage caused by slight negligence if the customer can obtain compensation through a normal insurance policy. Financial losses, such as lost profits, will not be covered in cases of slight negligence.
10 Retention of title
10.1) RESET maintains, in any case, ownership of the goods until full payment by the customer.
10.2) In case of collection and/or delivery of the goods before the balance, RESET will have, where there is a delay in payments or a worsening of the customer’s financial situation, the right to collect the goods which must be delivered back by the customer upon simple request. After collection, RESET will be entitled to own the goods and offset the proceeds with the customer’s debts, net of recovery costs.
10.3) The customer is obliged to treat the goods with care and to insure them against the risks of fire, water damage and theft. The customer assigns to RESET the rights deriving from the insurance policy.
10.4) In the event of seizure or interventions by third parties, the customer must immediately inform RESET and report the retention of title.
10.5) The customer can resell the goods in the normal course of his activities, assigning the credits deriving from the sale to RESET. RESET will be able to collect these credits only if the customer is in default.
10.6) The processing or transformation of the goods delivered by the customer will take place in favor of RESET. If the goods are combined with other goods, RESET will acquire co-ownership of the new product in proportion to the value of the original goods compared to the other goods.
11 Foreign trade regulations
11.1) Each contractual party may refuse performance of the contract if such performance is prevented or prohibited by foreign trade regulations, such as customs regulations or sanctions.
11.2) The parties will inform each other as soon as they become aware of any such restrictions.
11.3) The customer is required to provide RESET with all information and documents necessary to comply with foreign trade regulations. In case of non-compliance, RESET will have the right to withdraw from the contract.
11.4) The customer is responsible for compliance with applicable foreign trade regulations, even if the goods are transferred to third parties.
11.5) RESET will not be responsible for damages resulting from delays or contractual terminations due to foreign trade regulations.
12 Confidentiality and copyright
12.1) RESET reserves the ownership rights and copyrights in all drawings, illustrations and documents provided to the customer. Such documents may not be disclosed to third parties without the written consent of RESET, particularly if marked as confidential.
13 Compliance
13.1) The customer undertakes to comply with all laws and regulations in force in relation to the contract, as well as the principles of good commercial conduct.
14 Applicable law, competent court and place of execution
14.1) The legal relationships between the parties will be governed exclusively by Italian law, with the exclusion of the rules on conflict of laws and the Vienna Convention on the International Sale of Goods (CISG).
14.2) For any dispute relating to the execution of this contract, the competent court will be that of Rome. RESET, however, reserves the right to take action in the competent court of the customer.
15 Supply of Services and spare parts
15.1) For the supply of specific pre-sales or after-sales services, as well as for spare parts, the order confirmation or commercial proposal made by RESET will contain specific sales conditions, which will be supplementary or substitute to those contained in this document. These conditions will be detailed and communicated to the customer upon confirmation of the order.
16 Safeguard clause
16.1) If one of the clauses of this contract is declared invalid or unenforceable, this will not affect the validity of the remaining clauses, which will remain in force for all purposes.
