Duties and functions

1) The mandate assigned to EFFETRE S.R.L. corporation consists of the planning and/or the subsequent production of products either independently or on behalf of the client.

In the case of planning of components / products on behalf of the client, the assignment shall be carried out by EFFETRE S.R.L. in full technical and organizational autonomy, without any subordination, in the time and in the schedule that it deems appropriate. Moreover, it shall be carried out with their own personnel supply and making use, where it is deemed appropriate, of any trusted additional personnel contribution. It is understood that the above assignment is not however, set up as a coordinated and continuous collaboration, being limited to the execution of what established hereafter.

In general terms, the activity that EFFETRE S.R.L. shall carry out in favour of the client company, concerns the processing or joint development of projects and the following potential start of standard production that meets the client needs so not to continuously vary the standard model. That also includes the necessary services for structural planning and those for product conformity check as planned.

Duties of the contracting parties

EFFETRE S.R.L. shall carry out the work in close and continuous connection with officials delegated for this purpose by the client company.

EFFETRE S.R.L. is committed to providing all the data required for the realization of the project on demand.

It is understood that all supplies- or materials orders linked to the realization of the product shall be carried out exclusively by EFFETRE S.R.L. on the basis of technical data and developed projects.

The conditions of supply of components / products shall be governed by Article 8 (and following) of this contract.

Responsibility clarification

3) EFFETRE S.R.L. shall be liable for the accuracy of projects and documents drawn on the basis of the client's requests. However, modest errors will not be relevant; that is, errors that can be easily highlighted while executing by an average businessman.

Implementation timetable

4) The time available for performing the duties entrusted to EFFETRE S.R.L. is related to the type of project assigned. The client expressly accepts that the implementation time may vary from a few weeks to about 3 months, as suggested by EFFETRE S.R.L. at the time of order placement. The client expressly accepts that the project delivery / implementation  will vary in any case up to a maximum of days that the client will indicate, should any technical- and / or production requirements arise such as to cause a shift in terms.

Payment

5) Project payment is determined in the quotation offered to the client.

Documentation ownership and professional confidentiality

6) Any EFFETRE S.R.L. paperwork which will be delivered to the client company shall remain fully and exclusively the property of EFFETRE S.R.L., so the latter may dispose of them at its discretion.

EFFETRE S.R.L. shall observe the strictest confidentiality over all information related to the work carried out for the client company and it shall prevent that any material and documentation in its possession be lent, distributed and publicized.

These terms on ownership and confidentiality shall remain in force after the expiration or termination, for whatever reason, of the present agreement.

It is strictly forbidden to the client company to disclose data provided by EFFETRE S.R.L. for the project report. This includes all those data linked to EFFETRE S.R.L. activity which may become known to the client company in connection with this assignment.

All copyrights and/or intellectual property pertaining the designs and products carried out according to plans and directions  made under this agreement shall always remain the property of EFFETRE S.R.L.

EFFETRE S.R.L. is entitled to change any product production design, should it deem it necessary.

Product realization on industrial scale

7) Once the client company approves the commissioned project outlined above, the realization of the product on industrial scale in the quantities required by the client shall be entrusted to EFFETRE S.R.L. only and it is subject to the following terms and conditions.

With reference to the planning carried out, the client shall therefore confer to EFFETRE S.R.L. the exclusive right to produce and to supply the client with the products as described in the various project technical annexes to the terms and conditions stated below.

The client, therefore, can act as businessman that purchases the designed products and sells them in its name and on its own account.

The client shall purchase the entire requirement of contractual products from EFFETRE S.R.L. and it shall commit not to have the same products produced by any EFFETRE S.R.L.'s competitors.

The client shall also commit not to sell or to use spare parts or competing contractual products with those that will be specified by the technical annexes outlined by EFFETRE S.R.L.

The client shall recognize the industrial property of the contractual products to EFFETRE S.R.L. corporation and its validity in all its forms and:

a) it shall inform EFFETRE S.R.L. of every unlawful use or any possible violation of such industrial property;

b) it shall not deal with products bearing a trademark or having a similar appearance to the contractual ones;

c) it shall not try to register such similar trademarks;

d) it shall not alter, remove, or erase the trademark or any distinctive signs possibly applied to the contractual products, nor affect the presentation of the same;

e) it shall immediately notify EFFETRE S.R.L. of any violation or evident counterfeiting.

EFFETRE S.R.L. agrees to allocate part of its property stock for the exclusive purposes of this contract, that is, for the realization of products on industrial scale. It commits itself to take delivery of any materials, moulds and/or equipment on its site that will be delivered from the client each time, so that it may carry out the work under this contract.

 

EFFETRE S.R.L. shall act as depository of the allocated goods and shall carry out the safekeeping observing any present and future legal obligations to it.

It is expressly agreed that such safekeeping obligation shall rest on EFFETRE for a period of 2 years from the date of the last production carried out on behalf of the client. After this period of time, the client is obliged to proceed at its own care and expenses, with the withdrawal of the stored material or, alternatively, to issue orders for the scrapping of the stored material without demanding anything to EFFETRE - even in case of any possible income received by EFFETRE for parts scrapping.

In the event that the client does not command anything regarding the safekeeping of the delivered materials and/or of those used for the production, EFFETRE S.R.L. can proceed, at its sole discretion, to the scrapping. The client shall not claim anything to EFFETRE S.R.L., or, alternatively, EFFETRE shall require the client to pay a monthly safekeeping fee.

Whenever the client present to EFFETRE the need to materials safekeeping for a period exceeding two years from the last delivery, it is expressly understood that this possibility is allowed prior agreement with EFFETRE of a fixed-term deposit contract and with an agreed payment.

Order

8) Supplies are intended awarded and undertaken prior written approval by EFFETRE S.R.L.

Prices

9) Prices are V.A.T. free and are always intended for goods ex-warehouse; possible custom duties are at the expenses of the purchaser.

Packaging

10) Packaging and any other charges will be invoiced at cost price, unless it is not returned as a result of a specific request.

Delivery

11) The terms of delivery are always representative and are not binding. They are valid from the date of order completion, unless the parties have exhaustively stated in writing another specified delivery deadline for the goods. Even partial goods deliveries can not be refused by the purchaser and do not entitle to cancel the order. EFFETRE S.R.L. accepts no responsibility for disruptions due to force majeure, accidents, explosions, fires, strikes and/or lockouts, earthquakes, floods and other similar events that could prevent the timely implementation agreed in the contract - whole or partially. We accept no responsibility for delivery delays not caused by EFFETRE S.R.L. and for other parts' negligence. In that case the purchaser has no right to withdraw from or to seek compensation for. In case of delay or interruption of execution caused by the purchaser, the latter shall answer for any additional charges, handling the requested service payment and the additional costs by means of a partial invoice.

12) Delivery is intended on the day when the goods leaves the warehouse.

13) After 15 days from the purchaser's notice that the materials or the products ordered are at its disposal and are ready for delivery, EFFETRE S.R.L. has the right to invoice and to require the payment thereof, without prejudice to the right to proceed in cancelling the order.

Shipping

14) Shipment is always carried out on behalf and at the risk of the purchaser. The charges of goods unloading from transportation are in any case at the expenses of the purchaser.

15) Returned goods for causes assignable to EFFETRE S.R.L. Returned goods must take place no later than 30 days from the date of the receipt of the goods; returned goods must be accompanied by the transport document (DDT) issued by the client indicating the number and date of DDT or the number and date of invoice (when already received it) issued by EFFETRE S.R.L. for the delivery and by a clear reason for the return. All this in accordance with the "returned goods customer form -Mod-Res-" prepared by EFFETRE S.R.L. Packaging and labels must be intact and in the same conditions of supply; the cost of withdrawal expenses are onto EFFETRE S.R.L.

Refund for returned goods for causes assignable to EFFETRE S.R.L. If returned goods occur for causes attributable to EFFETRE S.R.L. in the manner and under the conditions mentioned above, EFFETRE S.R.L. will issue the relative credit note in favour of the customer according to the foregoing warranties. That is, only if: after a check by the goods quality check service, no damage or signs of use or anything else is found that could jeopardize the subsequent new sales of the goods. The amount of any credit notes may also be offset with the customer debt amounts. If this is not possible, EFFETRE S.R.L shall refund the amount by bank transfer onto the account specified by the customer. In any case, the bank transfer can not take place before the customer pays the invoice that refers to the delivery of the goods being returned. It is expressly understood that EFFETRE S.R.L. shall not refund the goods to the customer when this is not returned within 30 days after their delivery.

Returned goods for reasons assignable to the customer. Any returned goods from customers will be accepted under the following conditions: - goods must be withdrawn prior agreement with our warehouse in Castegnato (BS); - returned goods must take place no later than 30 days from the date of the receipt of the goods; - returned goods must be accompanied by the transport document (DDT) issued by the customer indicating the number and date of DDT or the number and date of invoice (if already received it) issued by EFFETRE SRL for the delivery and by a clear reason for the return. All this in accordance with the "returned goods customer form -Mod-Res-" prepared by EFFETRE S.R.L. Packaging and labels must be intact and in the same conditions of supply; the cost of withdrawal expenses are onto EFFETRE S.R.L.

Refund of returned goods for reasons assignable to the customer. If returned goods occur for causes attributable to the customer ("CLI" Code: mistakenly ordered material) EFFETRE S.R.L., will issue, in the manner and under the conditions mentioned above, the relative credit note in favour of the customer. That is only if after a check by the goods quality check service, no damage or signs of use or anything else is found that could jeopardize the subsequent new sales of the goods.

The credit note shall have a value equal to:

- 100% if the goods are returned within fifteen days of delivery;

- 80% if the goods are returned between the 16th day and the 30th day;

Returned goods not accepted by EFFETRE S.R.L as exceeding delivery terms (i.e., 30 days) will not give right to any refund.

Exclusion of returned goods. Returned goods for goods outside EFFETRE S.R.L. sales catalogue will not be accepted. These are defined as special items, and therefore goods that were ordered only upon customer's order and promotional clearance sales goods to exit sales program. Returned goods made more than 30 days from goods receipt shall not be accepted and they shall not give right to any refund.

Payment

16) Payment must be made by the due date specified on the order form. Cheques and promissory notes are accepted only by special agreement and it is to be considered only as a transaction and not as compliance, expecting it to be carried out at the headquarters of EFFETRE S.R.L or any of its branches. EFFETRE S.R.L reserves the right to refuse payment by cheques or promissory notes without specifying the reason. Collection costs and discount rates are at purchaser's expense. Payment shall be made at the establish legal residence of EFFETRE S.R.L. or any of its branches.

17) Payment by means of drafts, bank transfer, bank receipt, cash order, direct debit, shall be deemed executed only to facilitate collection, and it shall not give rise to the displacement of the competent local Court, which shall therefore, always and exclusively remain that of Brescia. Agreed payments by drafts entail permission and acceptance of drafts upon order. Every delivery, even partial, shall results in invoicing, as required by law, according to the mutually established payment terms.

18) In case of failure to pay, even partially, within the established deadlines, EFFETRE S.R.L has the right to suspend supply, if not yet completed, and to demand payment of the the supplied goods, except for any other further damage refund.

19) If EFFETRE SRL has granted the deferral of the delivery payment and should the legal and/or financial conditions of the purchaser have changed, EFFETRE S.R.L. reserves the right, at its sole discretion, to demand immediate payment of the supply . See also art.1186 of the Civil Code.

Classified property

20) Classified property  on the supply covered by the contract will rest on EFFETRE S.R.L. until full payment of the agreed price (see Civil Code article 1523, and following ones). Until that, the customer shall be considered a simple depository of the goods, and it commits to make good use of them according to their intended purpose. The client shall account for their proper preservation even in the event of theft, fire or other unforeseeable circumstances. Any litigation arising between EFFETRE S.R.L and the customer shall not entitle the latter to suspend or defer agreed payments. Payment delay, even one instalment, shall entitle EFFETRE S.R.L. to oppose any further use of the supply by the purchaser.  EFFETRE SRL shall in that case consider the most appropriate way,  including seizing, and without any liability on EFFETRE S.R.L. for any damage or any other reason. Failure to pay two or more instalments, consecutive or not, or even one instalment with an amount exceeding the eighth part of the agreed price, and the non-observance of any other commitment that the purchaser here underwrites, entails the recession of the contract without prior formal notice or question. EFFETRE S.R.L. has the right to demand immediate payment of all instalments, even those not expired, or the immediate return of the supply. In that case the amounts that the purchaser has already paid shall remain acquired by EFFETRE S.R.L. as rental fee, decay and decreased commercial value of the goods, i.e. any damage resulting from the buyer's liability for misuse of sold goods and as compensation for legal and extra-judicial costs which the purchaser behaviour may have caused, except for compensation of the greater damage. Should EFFETRE S.R.L make no use of the above-stated termination clause, it could fail the purchaser from its due date benefit. In that case, the purchaser shall immediately pay the full agreed price.

Warranty

21) The goods supplied by EFFETRE S.R.L are free from defects related to the quality or to the property purchase title. This warranty excludes defects caused by misuse and/or use unknown to EFFETRE S.R.L., including assembly errors, unauthorized changes of the goods by the customer or similar circumstances falling within the responsibility of the customer, or defects caused by normal wear.

The client shall relieve EFFETRE S.R.L from civil liability of the producer in case the latter sells the supplied goods to third parties, in case of customer's fault.

In any case, the responsibility of EFFETRE S.R.L shall be considered limited to the foreseeable damage at the time of conclusion of the contract and in any case, it shall not exceed the value of the supply carried out.

For products that EFFETRE S.R.L buys from third parties and applies or installs onto the delivered goods, the warranty is limited to what is guaranteed by its own supplier.

22) The warranty is carried out with the service of technical personnel authorized by EFFETRE S.R.L and upon the purchaser's written request. Once the causes of any anomalies are established, we will arrange for their removal through free repairs or  possible replacement of faulty parts in accordance with procedures developed by EFFETRE S.R.L that the customer declares to be aware of. The work shall be performed on site or at the location identified by EFFETRE S.R.L at its sole discretion.

23) Replacement parts are EFFETRE S.R.L property and shall be returned at the time of the replacement itself or sent carriage free within the undelayable period of sixty days from replacement. Upon expiration of this period, charging shall take place without notice at the general sales- and spare parts price list conditions of the supplier. 

24) WARRANTY IS NOT DUE:

a) If the buyer has provided on its own for repairs, even partial, or has otherwise altered or modified the purchased products.

b) When problems are caused by negligence or inability to use the products.

c) When problems depend wholly or partly, from incorrect installation or from having ignored EFFETRE S.R.L. instructions.

d) When failures and problems have been caused by negligence during transport.

 25) No warranty is due to the purchaser if he fails to report any apparent defects directly to EFFETRE S.R.L Head Office by registered letter within 8 days from delivery. Hidden defects must be reported within 8 days from their discovery. In the last case, the complaint must be accompanied by a copy of the technical test report.

26) Invoices not notified by registered letter within eight days from receipt will be deemed conclusively accepted.

Any other business

27) Possible exceptions to the general or special conditions are valid only if agreed in writing or confirmed by the seller EFFETRE S.R.L.

28) Court of jurisdiction for any dispute arising from this contract, with no exception, is Brescia. This contract is subject to the Italian law.