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1. SCOPE OF APPLICATION

These general conditions of sale govern all supplies of products and services for video surveillance (hereinafter "PRODUCT") branded "SYAC-TB" by Techboard srl (hereinafter "SELLER"), except as otherwise agreed between the Parties.

 

2. ORDERS AND DELIVERIES OF THE PRODUCTS – CHARACTERISTICS OF THE PRODUCTS

 2.1 Purchase orders of PRODUCTS made by the Customer (hereinafter "Purchaser") and their relative acceptance will be formalized according to one of the following procedures:

 a) order forms: BUYER will place the order by means of duly completed and signed application form and the SELLER will communicate the acceptance by proper confirmation form;

 b) Agent: orders from the BUYER may be sent to the SELLER by the SELLER’s agent, even according to above procedure. In this case the order form must be signed by BUYER.

2.2 Regardless of how orders are placed and accepted, all orders shall be binding for the SELLER only after his explicit acceptance and SELLER shall always be entitled to accept or reject any orders at its sole discretion.

2.3 SELLER will recap the relevant details of the order in the order confirmation (characteristics of the PRODUCTS, delivery terms and payment terms, etc.). In the event of any discrepancy between the purchase order placed by the BUYER and SELLER’s order confirmation, this latter will prevail.

2.4 The PRODUCTS will be delivered by SELLER Ex-Works SELLER’s premises in Modena (Italy), via della Scienza n. 50, within the term and according to the packaging indicated under the order confirmation. SELLER shall not be liable for any loss or damage to the PRODUCTS after delivery thereof. Partial or batch deliveries shall be admitted.

2.5 SELLER shall not be liable to BUYER in the event of delay not exceeding 10 (ten) business days from delivery of the PRODUCTS, irrespective of the reasons for the delay.

2.6 Any information relating to technical features and/or specifications of the PRODUCTS contained in dépliants, price lists, catalogues and other documents shall be binding only to the extent they are expressly agreed by the Parties.

2.7 SELLER shall be entitled not to perform the order related to the PRODUCTS in case that BUYER fails to provide with the information data which are deemed to be necessary for realizing such order.

2.8 SELLER may make any change to the PRODUCTS which appear to be necessary or suitable for the manufacture of the PRODUCTS and shall not be required to give any prior notice to BUYER .

 

3. PRICES AND PAYMENT

3.1 Unless otherwise agreed, the prices of the PRODUCTS shall be those quoted in SELLER’s order confirmation and shall be considered Ex Works prices; any additional, packing or other costs shall be separately charged to BUYER.

3.2 BUYER shall pay SELLER for the PRODUCTS prior to the delivery thereof or within the term as may be indicated on the order confirmation.

3.3 In case that the Parties have agreed the payment of the PRODUCTS by documentary credit, the BUYER, unless otherwise agreed, shall take the necessary steps in order to have an irrevocable documentary credit, to be issued in accordance with the International Chamber of Commerce of Paris – ICC Uniform Customs and Practice for Documentary Credits (Publication no. 600), notified to the SELLER at least 30 (thirty) days before the agreed date of delivery; unless otherwise agreed, the documentary credit shall be confirmed by an Italian bank agreeable to the SELLER and will be payable for sight.

3.4 In the event payment is due after delivery of the PRODUCTS through irrevocable first demand bank guarantee, such guarantee shall need to be:

 a)  in a form acceptable to SELLER, and SELLER shall be entitled to require that the guarantee complies with, and is subject to, the relevant International Chamber of Commerce of Paris – ICC publications (including UCP600, ISP98, URDG758) whichever selected by SELLER upon approving the draft guarantee;

 b)  confirmed by SELLER’s bank. A guarantee previously accepted by SELLER but not confirmed by its bank shall need to be re-issued or replaced.

3.5 In case of BUYER’s delay in any payment, interests shall accrue at the rate provided under Italian law in the matter of commercial transactions. Besides, SELLER shall not be required to perform its obligations until full payment of the price has been made by BUYER.

 

4. RETENTION OF TITLE

4.1 SELLER retains title on the PRODUCTS delivered to BUYER until full payment of the price thereof is collected by SELLER.

4.2 In case of infringement of BUYER's obligations provided herein, SELLER shall be entitled to cancel forthwith any outstanding supply of the PRODUCTS.

 

5. WARRANTY

5.1 The delivered PRODUCTS shall be SELLER’s standard production and shall not need to conform to any special requirements or specifications other than as specially agreed in writing. The same shall apply to labelling, packing and packaging materials and any ancillary items. It shall be BUYER’s responsibility to comply with legal or other requirements concerning the PRODUCTS applicable in connection with the sale, use or processing the PRODUCTS, including in the matter of import and safety. Under no circumstances shall implied or unstated specifications, nor requirements be binding on SELLER unless otherwise agreed in writing by the Parties.

5.2 SELLER warrants to BUYER that the PRODUCTS are free from manufacturing defects and fully comply with the technical specifications provided by BUYER and expressly agreed in writing by SELLER.

5.3 The warranty given by SELLER has a duration dependent on the model / item and is specificated on the valid CATALOGUE. Warranty will be effective starting from the date of delivery of the PRODUCTS (It will be the date of the relevant Delivery Note)  and be limited to defects of the PRODUCTS for which SELLER is accountable; no warranty shall be given in case of:

a) the PRODUCTS having been tampered with, modified or altered by BUYER or third parties;

b) any damage or defect of the PRODUCTS deriving from any mistreat, misuse, mishandle, negligence, whether by BUYER or third parties;

c) any other cause or event beyond SELLER’s control and/or for which SELLER may not be accountable, such as, by way of example only, the PRODUCTS having been damaged after the transfer of the risk on the PRODUCTS to BUYER.

5.4 Any warranty rights or claims of BUYER shall be finally forfeited and void unless:

a) BUYER notifies SELLER in writing of any defects of the PRODUCTS within 10 (ten) days from delivery thereof, or from the discovery of the defects when it concerns defects which may not be detected or discovered upon delivery;

b) BUYER refrains from reselling the PRODUCTS claimed to be defective and complies with the instructions of SELLER concerning the Warranty claims;

c) BUYER has first returned the PRODUCTS claimed to be defective to SELLER at its plant.

5.5 Within 5 (five) business days from receiving any PRODUCTS claimed to be defective, given feedback to the BUYER and subject to SELLER’s examining and confirming the claimed defect or non-conformity, SELLER shall have the right to decide whether to repair the involved PRODUCTS or replace them with technically comparable ones. Such repair or replacement shall be completed within 30 (thirty) days from the date of SELLER’S acceptance of the return of the above indicated PRODUCTS.

5.6 SELLER shall be entitled to recall the PRODUCTS or withdraw them from market, and the following shall apply:

a) all pending purchase orders, accepted or not by SELLER, for the concerned PRODUCTS shall be held or cancelled, as shall be advised by SELLER;

b) BUYER shall not resell nor market the concerned PRODUCTS, on penalty of total forfeiture of the Warranty;

c) the recall campaign shall be at SELLER’s cost; BUYER shall co-operate under SELLER’s direction and shall not charge SELLER any consideration nor fee;

d) the contractual rules on Warranty remain unchanged, except for what expressed in point b) of this paragraph

5.7 In the event of any occurrence or claim out of PRODUCT liability or any litigation or demand out of damages or injuries:

a) BUYER shall immediately and fully inform SELLER in writing and provide all documents and information relating thereto;

b) SELLER shall be entitled to retain exclusive right of action with respect to the claim or occurrence; if so required by SELLER, BUYER shall co-operate with SELLER under its directions;

c) BUYER shall not release any statements or admissions, enter into any compromise or settlement, disclose any information nor, generally, take any step whatsoever which may cause, determine or imply SELLER’s liability or prejudice;

d) any indemnification or damages shall be payable by SELLER to BUYER only subject to BUYER having first fully complied with the provisions of these general conditions of sale.

5.8 Except in the event of SELLER’s fraud or gross negligence, the sole rights, remedies and/or actions of BUYER with respect to the supplies of the PRODUCTS shall be those expressly provided herein.

5.9 In no event shall SELLER be liable to BUYER for consequential, incidental, special, punitive or exemplary damages, including but not limited to, reimbursement for loss of profits or revenues.

 

6. INSTALLATION

6.1 BUYER shall install the PRODUCTS at its cost, strictly following the instructions provided in the PRODUCTS’ user manual.

 

7. TRADEMARK

7.1 BUYER acknowledges and agrees that SELLER is the exclusive owner of all rights in and relating to the “SYAC-TB” trademark (hereinafter referred to as the “TRADEMARK”), and that these general conditions of sale shall not grant, nor transfer to BUYER any right nor interest in the TRADEMARK.

7.2 SELLER shall not use or exploit in any way the TRADEMARK, by means of promotional materials of any kind (including sites on the World Wide Web) or otherwise.

 

8.  FORCE MAJEURE

8.1 Each Party shall be entitled to hold or cancel the performance of its obligations, if as a consequence of any event whatsoever beyond its control, or resulting from such things as, by way of example only, strike, boycott, lockout, fire, war or civil war, riot, embargo, inability to obtain fuel, power, raw materials. The concerned Party shall, if possible, promptly notify the other Party of the occurrence of the force majeure event and advise on the expected consequences.

8.2 The Party wishing to make use of the present clause must promptly communicate in writing to the other Party the occurrence and the end of such force majeure circumstances.

8.3 Should the suspension due to major force last more than 30 (thirty) business days, either Party shall have the right to terminate the contract by a 30 (thirty) days’ written notice to the other Part.

 

9. EARLIER TERMINATION

9.1 Either Party shall be entitled to immediately terminate these general conditions of sale, as well as any contract of sale of the PRODUCTS, should the other Party be in material breach of this agreement.

9.2 In particular SELLER shall be entitled to terminate these general conditions of sale in the following cases:

a) in the event of BUYER being in default of its obligations to pay the PRODUCTS or to provide a bank guarantee, as provided under article no. 3;

b) in the event of BUYER becomes subject to insolvency or bankruptcy proceeding or liquidation proceeding, or its financial conditions reasonably indicate that BUYER will become insolvent.

 

10. APPLICABLE LAW – COMPETENT JURISDICTION – INCOTERMS

10.1 These general conditions of sale and the supplies of the PRODUCTS shall be governed by the Italian law. The Convention of Vienna on the international sale of goods shall be applied to the extent its provisions do not conflict with these general conditions of sale.

10.2 For the purpose of interpreting the terms of delivery or any other trade terms as may be employed by the Parties, reference is made to Incoterms of the International Chamber of Commerce of Paris – ICC, as they are in force at the time of each supply of the PRODUCTS.

10.3 The Court of Modena (Italy) shall have exclusive jurisdiction, including actions to obtain interim measures, seizures and any other precautionary measures, over any dispute arising out of or in connection with the validity, interpretation and performance of these general conditions of sale and of each supply of the PRODUCTS.

10.4 Notwithstanding the provision above, SELLER shall be entitled to bring any action against BUYER, including actions to obtain interim measures, seizures and any other precautionary measures, before the competent Court of the place where the BUYER has its place of business.

 

11. MISCELLANEOUS

11.1 These general conditions of sale are the only agreement between the Parties for the sale of the PRODUCTS and may be amended exclusively by the written agreement of the Parties.

11.2 Should any provisions herein be or become invalid or unenforceable in whole or in part, the remaining provisions shall remain in full force and effect and the Parties shall in good faith negotiate and agree on an amendment, which secures that the legal and economic effects of the invalid or unenforceable provisions are preserved to the farthest extent possible.

11.3 The English text of these general conditions of sale, regardless of any translation in any other language, shall be the only authentic text for the purpose of the interpretation thereof.

11.4 SELLER shall at its discretion be entitled to reprint these general conditions of sale on the invoices, bills of lading or other documents relating to the supply of the PRODUCTS.

11.5 Should the SELLER fail to take any action or assert any right hereunder, no right or privilege of SELLER shall be waived nor voided.