Private Area
General conditions of sale governing the equipment manufactured and/or marketed by ISAC
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A - Orders - Offers
1. The Principal’s orders and ISAC’s offers are simple proposals that only produce a full contractual effect the moment in which conforming written acceptance is received from the addressee. Non-conforming acceptance of the proposal implies a new proposal. The contract is only considered to have been concluded when the parties come to a full agreement about all parts of the negotiation in writing. The party that issues an order remains contractually bound to the same when ISAC fulfills it.
2. Acceptance and the obligation to comply with the below mentioned “General conditions of sale” is always implicit when an order is placed with ISAC, or when one of ISAC’s proposals is accepted, even when these conditions differ from the Principal’s general and/or particular conditions of purchase. The Principal’s conditions are only considered valid if accepted in writing.
3. The offers remain valid for thirty days unless different indications are explicitly given, and annul and substitute any previous versions concerning the same goods and/or services.
B – Delivery terms
1. The delivery term runs from the date on which the contract is effectively concluded, in compliance with §1 of the previous letter “A”.
2. If construction of the equipment depends on the Principal sending the technical documentation, specifications or other documents or instructions, the term runs from the date on which ISAC receives the last document or instruction.
3. Unless different agreements are reached between the parties, the date of delivery always means the date on which the goods are shipped or when ISAC notifies that the goods are ready for shipment. If the Principal fails to collect the goods within the first non-holiday after notification that the goods are ready, it must still fulfill all the payments concerning the delivery just as though the goods had been actually delivered. Partial deliveries are permitted.
4. The delivery term is suspended in the event of strikes, lock-outs by ISAC suppliers, natural disasters or other serious events not ascribable to ISAC that prevent the activity of this latter from being normally carried out. The term will begin to run again once the events in question have ceased and activity continues.
5. If the delivery term is not indicated as peremptory and essential in the contract, it should be considered with a reasonable tolerance in favour of ISAC. Any reasonable delays shall not entitle the Principal to countermand, or annul, or reduce the order. Neither do they it entitle the Principal to request reimbursement of either direct or indirect damages.
C - Shipment – Delivery
1. Delivery is always and to all effects fulfilled at ISAC’s Operative plant, from whence the Principal shall collect the goods at its own care and expense.
2. In the case of shipment, the goods are considered to have been consigned to the Principal when they are delivered to the haulage contractor, regardless of whether the clause “carriage paid” has been contractually agreed at ISAC’s charge.
3. The goods always travel at the Principal’s risk and peril. ISAC shall not be liable for miscarried or lost goods or for damage sustained by the goods during transport. Goods transported on ISAC’s vehicles for any reason, are not covered by any insurance policy. Insurance coverage for such risks is always and in any case at the Principal’s charge.
4. If goods are collected from ISAC’s plant by the Principal or by persons authorized by the Principal, these are obliged to check the quantity and weights as indicated on the consignment note or transport document. No complaints will be accepted once five days have elapsed from the date of collection, if direct, or from the date of receipt, in the case of shipment.
D - Prices
1. Unless specified differently in the contract, the prices established in this latter are always net of duties, taxes, stamp tax, insurance, shipment, transport, customs charges and any other costs: any expenses incurred for these items are always at the Principal’s charge and shall be charged separately to this latter if sustained or advanced by ISAC.
E - Payments
1. Payments must be fulfilled promptly and with value as of the due date established in the contract. If payment is delayed, annual interest equal to the reference rate applied by the European Central Bank (ECB) increased by four points shall be automatically charged from the date on which the agreed payment was due to the date of effective payment, without ISAC having to proceed with a final demand and notice, and without prejudice to ISAC’s right to take legal proceedings in order to obtain forced fulfillment, moreover charging the consequent expenses.
F - Warranty
1. The products supplied by ISAC comply with the current Italian laws. More generally, the products manufactured by ISAC conform to the European Directives governing CE marking.
2. Unless agreed differently in the contract, the warranty covering the products lasts twelve months running from the delivery date, ex our plant of Cascina (PI).
3. During the warranty period, ISAC shall be obliged to repair and/or replace free of charge at the ISAC workshops in Cascina (PI), those parts recognized as being defective owing to ascertained bad quality materials and/or manufacture.
4. The software products developed by ISAC to fulfill specific contracts are covered by a twelve-month warranty, ex our plant of Cascina (PI). The Principal is always requested to provide an acceptance document attesting to the fact that the supplied software operates correctly. In the absence of specific contractual clauses governing the acceptance formalities, the software product will be considered to have been tacitly accepted after 60 days have elapsed from delivery.
5. Any costs sustained for shipment, installation and removal (operations to be carried out in agreement with ISAC) remain at the Principal’s charge. Expenses, professional performances or charges for interventions in places where ISAC products are installed in order to set up and test modifications to the software and hardware made by ISAC during the warranty period that cannot be carried out in the ISAC workshops are also at the Principal’s charge. The costs for work carried out by ISAC technicians on the user’s premises for functional tests or to repair ISAC equipment outside ISAC’s premises are governed by the relative price list, as are tests and starting-up operations in the field.
6. The effects of the warranty are peremptorily limited to the purchaser Principal’s right to obtain repairs or replacements required to eliminate manifest faults free of charge (at the ISAC workshops in Cascina (PI)), by ISAC or by technicians authorized by the same. Modifications for purposes differing from the elimination of malfunctions, such as improvements, upgrades or adaptations are therefore not covered by the warranty.
7. The purchaser Principal’s right to the warranty becomes void: a) if he has tampered with the equipment supplied; b) if he has allowed third party technicians not authorized by ISAC to carry out these interventions on the equipment; c) if modifications have been made to the software without explicit authorization from ISAC; d) if incompatible software products or ones potentially in conflict with the ISAC software have been installed in the hardware structure manufactured or indicated by ISAC; e) if tampering or alterations to the software product ascribable to incorrect or improper use of the software itself are discovered; f) if the damage is caused by the action of computer viruses; g) if the malfunction has been caused by bad installation, inappropriate use or by damages to the equipment sustained after delivery.
8. The Principal waives the right to obtain reimbursement of damages caused by malfunctioning equipment and/or the inability to use the equipment for the time required for repairs.
9. ISAC accurately checks and tests the application programs it produces. To guarantee this, ISAC has established and maintains a quality system certified according to UNI EN ISO 9001 standards. However, latent errors may remain, in view of the complex nature and the vast number of cases and possible operating statuses of the software. This having been stated, all ISAC’s contractual liability and responsibility not laid down by the contract for any direct or indirect damages sustained by the Principal or any other party caused by incorrect operation of the software or its failure to operate, remain excluded.
10. During the warranty period, ISAC undertakes to resolve the malfunctions in its software and hardware within the shortest possible time, this in consideration of the technical and organizational times deemed necessary by ISAC itself. ISAC also undertakes to deal with the resolution of malfunctions according to their seriousness and harmfulness. ISAC may therefore temporarily suggest an action able to avoid or limit the undesired effects. If the malfunction is not serious, ISAC reserves the right to come to an agreement with the Principal for a postponement of the solution until a new version of the program is issued. ISAC reserves the right to make diagnoses, install new versions, make corrections and anything else considered necessary for resolving the malfunctions, using telematic tools and means for those products possessing “remote assistance” functions.
G – Reservation of title
1. The Principal only becomes owner of the products consigned to it by ISAC when the relative price has been fully paid. If the laws in force in the country to which the product is sent require particular fulfillments for reservation of title against third parties in favor of ISAC, the Principal is obliged to notify these to ISAC and to provide this latter with details about the procedures required to fulfill these obligations.
2. The software products developed by ISAC when fulfilling specific contracts shall be supplied in the sole runnable form in the computers and operating systems specified in the contract. The source format and all the other intellectual property rights remain the sole property of ISAC unless different indications are given. It is consequently forbidden to duplicate or copy software of any nature, produced and/or marketed by ISAC, unless different indications are given.
H – Drawings and descriptive documents
1. Prices, dimensions and capacities given in catalogues, lists, circulars, advertising announcements, price lists and the internet web site are of an indicative character. These data are only binding to the measure in which they are explicitly mentioned in the contract in question.
I – Applicable law
1. The contract of sale and the relative business relations are governed by Italian law.
J – Competent court
1. All disputes or controversies between the parties shall be the sole competence of the Court of Pisa - Italy.
K - Nullity
1. Should one or more of the clauses in the above “General conditions of sale governing the equipment manufactured and/or marketed by ISAC” be considered non-valid, or invalidated or null, also owing to new laws that have come into force, this shall not invalidate the other clauses or render them non-effective.