General Terms & Conditions
General Terms of Delivery / General Software Conditions — B2B. Version 2023.
1. Scope
These terms apply to B2B legal transactions and to all deliveries of goods and services, including repairs. With the order, or at the latest on receipt of the goods or service, the customer accepts these terms. Amendments require our written confirmation by authorized persons. Deviating terms of the customer are expressly rejected.
2. Offer
Our offers are non-binding; a contract comes into existence only through our written order confirmation or our delivery/service. Offer and project documents may not be reproduced or shared with third parties without consent. Prices are non-binding and exclude VAT and ancillary services, ex warehouse.
3. Conclusion of contract
The contract is concluded when we send a written order confirmation or a delivery after receipt of the order. No warranty or liability can be derived from website, catalogue or advertising statements not included in the contract.
4. Delivery & shipping
The delivery period starts at the latest of: order confirmation; fulfilment of the buyer's requirements; or receipt of an agreed deposit. Partial and advance deliveries are permitted. Force majeure extends the period. Shipping is at the customer's expense and risk. Returns within 8 days incur no deduction (goodwill); after 8 days a 20% processing fee (min. €20/order) applies; custom-made products are non-returnable.
5. Transfer of risk / place of performance
Unless agreed otherwise, goods are sold EXW per INCOTERMS® 2020. For services, the place of performance is per the written order confirmation; risk transfers on provision.
6. Payment
Hardware and software are paid 100% in advance on online order. For orders outside the web shop (e.g. spare parts), a 50% down payment is due before shipping, the remainder within 7 days of invoice without deduction. We retain title to all delivered goods until full payment. Buyers may not withhold or offset payments due to counterclaims.
7. Warranty & liability for defects
The statutory warranty period applies unless agreed otherwise, beginning at transfer of risk. Defects must be reported in writing within the statutory period. We may, at our discretion, repair the defect or grant a price reduction. Warranty is excluded for improper assembly/use, overload, unsuitable operating materials, third-party actions and natural wear, and is void on unauthorized changes/repairs.
8. Withdrawal from the contract
The buyer may withdraw on a grossly-negligent delivery delay after a reasonable grace period (by registered letter). We may withdraw for buyer-caused impossibility/delay, solvency doubts, a force-majeure extension exceeding half the period (min. 6 months), or insolvency.
9. WEEE disposal
The buyer must provide all information necessary for us to fulfil our manufacturer/importer obligations for waste electrical and electronic equipment.
10. Our liability
We are liable for damage outside the Product Liability Act only on proven intent or gross negligence. Liability for slight negligence (except personal injury), consequential and indirect damage, financial loss, lost production and lost profit is excluded.
11. Intellectual property & copyright
All intellectual property created or used by us remains our property; nothing grants a licence to our IP, trademarks or trade names. Execution documents (plans, sketches, samples, catalogues) remain our intellectual property.
12. Assertion of claims
The buyer's claims must be asserted in court within 3 years of performance, unless mandatory law provides otherwise.
13. Export compliance
When passing goods or documentation to third parties, the buyer must comply with applicable national and international (re-)export regulations and provide end-user, destination and intended-use information for export checks.
14. General
Should individual provisions be ineffective, the remainder stays valid. The Italian language version is the authentic version and governs interpretation.
15. Venue & law
Exclusive jurisdiction is the competent court in Bolzano, Italy. The contract is governed by Italian law, excluding referral norms and the UN CISG.
16. Reservation clause
Performance is subject to there being no obstacles due to national or international (re-)export regulations, in particular no embargoes or other sanctions.
Pursuant to Articles 1341 and 1342 of the Italian Civil Code (double signature), the buyer expressly accepts the clauses on delivery-time extension, exclusion of warranty, limitation of liability, withdrawal, our liability, assertion of claims, the Italian language version and jurisdiction.