Rev.
Date:

2.0 – General Terms and Conditions of Sale
20.03.2024

FCS System S.r.l.
General Terms and Conditions of Sale
These general terms and conditions of sale (hereinafter referred to as the "Terms and Conditions")
shall apply to all agreement for the manufacture and supply of products (hereinafter referred toas the "Products") concluded between FCS System S.r.l. (hereinafter referred to as the "Seller")and the buyer (hereinafter referred to as the "Buyer" and, together with the Seller, the "Parties").
This Terms and Conditions, together with the particular conditions contained in the orderconfirmation (hereinafter "Order Confirmation") and in the documents attached thereto,
constitute the integral discipline of the agreement between the Buyer and the Seller and replace
any other and/or different terms and/or conditions in conflict with this Terms and Conditions
proposed by the Buyer verbally or in writing and not expressly accepted by the Seller.
1
1.1

1.2
1.3

1.4
1.5

2
2.1

Execution of the Agreement
The agreement shall be considered as executed when the Order Confirmation is sent,
conforming to the order sent by the Buyer, except for the provisions of art. 1.3 below. Orders
directly processed by the Seller shall also be considered confirmed even in the absence of thesending of the Order Confirmation, the Buyer accepting as of now the Seller's right to execute
without express acceptance pursuant to Article 1327 of the Italian Civil Code. Any collectionof an advance payment of the order by the Seller does not constitute acceptance of the order.
Unless expressly stated otherwise, catalogues, estimates and technical documents are for
information purposes only, and the offers of the Seller that are not expressly stated orindicated in the Order Confirmation are not binding on the Parties and do not constitute thesubject of the agreement.
Any additions or amendments to these Terms and Conditions shall be effective only if
expressly stated in the Order Confirmation.
In the event of any discrepancy between the order and the relevant Order Confirmation, thesigning and return of the Order Confirmation by the Buyer shall imply acceptance by the Buyerof the particular contractual terms and conditions set out in the Order Confirmation. The
acceptance of the execution of the agreement by the Buyer by conclusive behavior (including,but not limited to, payment of the price or a portion of the price and/or taking delivery of theProducts under the agreement) shall imply acceptance of the Order Confirmation.
The Buyer's orders shall be firm and irrevocable for 10 (ten) days following their receipt by theSeller.
The Buyer shall indicate or call out in the order the quantity of the Products and, in the caseof a sale on a data sheet or sample, the code of the relevant data sheet or sample approvedby the Buyer; if the Parties agree to configure the technical characteristics of the Product otherthan those indicated in the data sheet or sample, such changes shall be agreed upon in writingand set out in the Order Confirmation.
Product Delivery
Delivery and the related transfer of risks shall occur EX-WORKS ("EXW" Incoterms® 2020) at
FCS System SRL | Via Belvedere, 48 – 31032 Casale Sul Sile (TV) | Tel. 0422.785518 – Fax 0422.786069
P.IVA e C.F. IT03778970263 | www.fcssystem.com – info@fcssystem.com
Page 1/6

Rev.
Date:

2.2

2.3

2.4

2.5

2.6

2.72.833.1

2.0 – General Terms and Conditions of Sale
20.03.2024

the Seller's premises in Casale sul Sile (TV), Italy, unless otherwise place indicated in the orderand the related Order Confirmation.
The delivery terms indicated in the Order Confirmation are not essential. If a down payment
is due on the order or in any case in advance of delivery of the Products, the delivery terms
shall begin to run from the date of receipt of the down payment.
If the Buyer delays taking delivery of the Products for more than 5 (five) days from the noticeof goods ready for delivery, the Seller reserves the right to proceed with their invoice inadvance with the related payment terms. In this case, the Buyer shall be borne the costs ofstoring the Products at the Seller's warehouses and any other related charges andresponsibilities.
If the Buyer:(i) refuses to take delivery of and/or pick up the Products or individual batches; or(ii) delays the pick up of the Products by more than 15 (fifteen) days,
the Seller shall have the right, at its sole discretion, to terminate the agreement pursuant toArticle 1456 of the Italian Civil Code, to avail of the remedy pursuant to Article 1514 of theItalian Civil Code or to request enforcement pursuant to Article 1515 of the Italian Civil Code,
without prejudice, in any case, to the right to compensation for damages.
The Buyer, without prejudice to the provisions of Article 2.6, shall only be entitled toterminate this Agreement when, following the Seller's delay in delivery of the Products, 90(ninety) days have elapsed since the Seller's default notice and the Seller is still in default.
If the Seller's delay is caused by force majeure, such as, for example but not limited to, strikes,
labour unrest, lock-outs, fortuitous events, fire, shortage or absence of raw materials, delays
by carriers and/or suppliers, compliance with public authority measures insurrection, stateof war, natural events, embargo, or any other cause beyond the reasonable control of theSeller ("Force Majeure Event"), the commencement of the terms shall be suspended fromthe date on which such event occurred until the circumstance causing the suspension ceases
to exist. The Seller shall not be liable for any delay in the fulfillment or non-performance ofits obligations that is a direct consequence of the occurrence of a Force Majeure Event, evenif such delay exceeds the period of suspension due to such event.
If an Force Majeure Event lasts for more than 120 (one hundred and twenty) days, each Party
shall have the right to terminate the Agreement, without prejudice to the right of the Seller
to payment for any partial deliveries performed.
The Seller shall be entitled to suspend the execution of the agreement or to make the deliveryof Products conditional on the payment of outstanding debts even if:(i) the Buyer is in breach of its contractual obligations, even if relate to a different
agreement entered into between the Parties;(ii) the Buyer is in arrears in the payment of the price, even if it relates to a different
agreement entered into between the Parties.
Product Price
The price indicated in the Order Confirmation refers to the Product with delivery according
to the terms set forth in paragraph 2.1 above and inclusive of standard packaging, unlessFCS System SRL | Via Belvedere, 48 – 31032 Casale Sul Sile (TV) | Tel. 0422.785518 – Fax 0422.786069
P.IVA e C.F. IT03778970263 | www.fcssystem.com – info@fcssystem.com
Page 2/6

Rev.
Date:

3.2

3.3

4
4.1
4.2

4.3

4.4

4.5

5
5.1

2.0 – General Terms and Conditions of Sale
20.03.2024

otherwise specified in the Order Confirmation.
Unless otherwise indicated in the Order Confirmation, the prices are net of all charges fortaxes, transport, insurance, shipping, storage, handling, demurrage and similar expenses andany other incidental expenses, which shall be borne by the Buyer.
The Seller reserves the right to vary the prices of the Products at any time, it being
understood that the new prices shall not apply to agreements executed prior to the date ofvariation by the sending of the Order Confirmation by the Seller.
Payment
The terms of payment are indicated in the Order Confirmation and are essential.
Any payment extensions granted by the Seller shall result exclusively from a subsequent
written agreement between the Parties. Payment shall be made in Euro or in the different
currency indicated in the Order Confirmation and, in any case, shall be made at the Seller'spremises.
In the event of delay in the payment of the price, the Buyer shall be automatically in default
and default interest shall accrue on the sums due at the rate set forth in Legislative Decree
No. 231/2022, commencing from the day on which payment is due and up to the day ofpayment, without prejudice, in any event, to compensation for any greater damages sufferedby the Seller.
It is in any case understood between the parties that the Products remain the property of
the Seller until full payment of the relative price pursuant to Article 1523 of the Italian Civil
Code (Riserva di Proprietà), it being understood that the Buyer shall assume, until full
payment of the price, all risks and dangers connected to the preservation of the Products,
even if deriving from a fluke or force majeure event. During the aforementioned period, theBuyer shall not be entitled to dispose of, give in use, seize or attach the Products purchased
or otherwise dispose of them, and shall store them in such a way as to make the existenceof retention of title in favour of the Seller immediately evident. In the event of breach of anyof the aforementioned obligations, the Seller shall be entitled to demand immediatepayment of any sums still due to it, without prejudice to its right to terminate the agreement
pursuant to Article 1456 of the Civil Code and to claim compensation for any damage causedto it.
The Buyer shall not be entitled to delay or suspend payment for the Products under any
circumstances, including in the case of defects and/or non-conformities, except for the rightto recover what has been unduly paid (solve et repete), nor shall the Buyer be entitled to set
off any claims against the Seller, unless otherwise agreed in writing.
Complaints and Warranty
Any complaints relating to the condition of the packaging, quantity, number, external
characteristics of the Products and/or deviations from the relevant samples (apparentdefects) shall be notified to the Seller in writing, under penalty of forfeiture, within 8 (eight)days from the date of receipt of the Products. Complaints relating to packaging must bedocumented by placing the necessary reservations on the documents relating to the delivery
FCS System SRL | Via Belvedere, 48 – 31032 Casale Sul Sile (TV) | Tel. 0422.785518 – Fax 0422.786069
P.IVA e C.F. IT03778970263 | www.fcssystem.com – info@fcssystem.com
Page 3/6

Rev.
Date:

5.2

5.3

5.4

5.5

5.6

6
6.1

2.0 – General Terms and Conditions of Sale
20.03.2024of the goods. Any complaints relating to defects that cannot be detected by diligent
inspection upon receipt (hidden defects) shall be notified to the Seller in writing, underpenalty of forfeiture, within 8 (eight) days from the date of discovery of the defect and in any
case within 12 (twelve) months from delivery.
Complaints must expressly indicate the type of discrepancy and/or defect found, the quantityof discrepant and/or defective Products and the relevant codes and serial numbers (if any)and provide photographic evidence of the defects and/or flaws found.
The Vendor undertakes to remedy any defect, lack of quality or lack of conformity of theProducts attributable to it, occurring within 12 (twelve) months from delivery of the Product,
provided that the same has been notified to the Vendor in good time in accordance withArticle 5.1. The Seller may choose, at its sole discretion, whether to reduce the price of theProducts by reason of the decrease in their value due to the defect or to replace at its own
expense the Products found to be defective and/or flawed. Products found to be faulty or
defective may only be returned to the Seller by the Buyer with the latter's express writtenconsent and in accordance with the return procedures indicated by the Seller. Products
replaced under warranty shall be subject to the same warranty provided for hereincommencing from the date of replacement.
The warranty does not include: (i) defects/faults of the Products resulting from the incorrect
or improper use, assembly, installation, repair of the same by the Buyer or its assignees
and/or attributable to third parties, as well as from the unauthorised use of non-original
spare parts; (ii) the non-compliance of the Goods with particular specifications or technicalcharacteristics or their suitability for particular uses, unless such characteristics wereexpressly agreed upon in the Order Confirmation or in documents expressly referred to forthis purpose in the Order Confirmation or were not present in the sample approved by theBuyer, as the case may be.
The Seller does not guarantee the suitability of the Products for specific uses, the assessmentof which remains the sole responsibility of the Buyer. Any images or drawings contained inadvertising and marketing material and illustrating any use of the Products are for illustrative
purposes only.
It is understood that the aforesaid warranty (consisting in the obligation to reduce the priceor replace the Products) is absorbent and substitutive of the warranties or liabilities provided
for by law and excludes any other liability of the Seller (whether contractual or noncontractual) however arising from the Products supplied (such as, for example, loss of profit,
loss of chance, indirect damages, recall campaigns, etc.).
Indemnity
The Buyer agrees to indemnify and hold harmless the Seller and its agents, representatives,
employees, subsidiaries, parents and affiliates, as well as its successors and assigns, from any
and all claims, actions, proceedings and liabilities (including legal fees and consequentialdamages) arising out of death or injury or damage to property and caused by the Products
as a result of any act or omission of the Buyer, its agents, representatives, officers,employees, servants, attorneys or contractors.
FCS System SRL | Via Belvedere, 48 – 31032 Casale Sul Sile (TV) | Tel. 0422.785518 – Fax 0422.786069
P.IVA e C.F. IT03778970263 | www.fcssystem.com – info@fcssystem.com
Page 4/6

Rev.
Date:

77.1

7.2

8
8.1

8.2

8.3

2.0 – General Terms and Conditions of Sale
20.03.2024

Limitation of Liability
To the extent permitted by applicable law, the Seller's aggregate liability to the Buyer inrespect of agreements entered into on the basis of these Terms and Conditions for anydamages, costs or expenses suffered by the Buyer in connection with any breach by the Sellerof its contractual obligations to the Buyer shall not exceed and shall therefore be limited toa maximum limit equal to the price paid by the Buyer for the Goods under the relevantagreement. In particular, within the above limits, the Seller shall not be liable to the Buyer
for loss of profit or other costs or liabilities (whether foreseeable or otherwise), including but
not limited to loss of chance or business opportunity.
In any event, the Seller shall not be liable for any damage, whether direct or indirect, topersons or property resulting from the use by the Buyer of spare parts for the Products thatare not original Seller spare parts or in any case spare parts not purchased from the Seller.
Intellectual Property - Confidentiality
The Buyer acknowledges that the Seller is and remains the sole owner of the intellectualproperty rights relating to the Goods, including (such as, for example, but not limited)
technology, trade and trade secrets, trademarks, designs, software, whether patented
and/or registered or not (hereinafter jointly referred to as the "Intellectual Property") andnothing in these Terms and Conditions shall be construed as granting the Buyer any rights in
the Intellectual Property. The Buyer undertakes to refrain from any act that may infringe orcompromise such rights.
The Buyer undertakes not to disclose to third parties any element of the Intellectual Property
or any other confidential information of which it has become aware in the course of its
business, nor to submit to the competent authority any application for registration of any
element of the Intellectual Property.
The Buyer shall not disclose to third parties or use in any manner whatsoever either technicalor commercial information of the Seller, whether written or oral, in any way received orlearned in the course of negotiations or the execution of any purchase order.

99.1

Termination
Notwithstanding the provisions contained in other paragraphs of these Terms and Conditions
the Seller is entitled, at any time, to terminate the sale and purchase agreements:(i) pursuant to Article 1456 of the Italian Civil Code in the event that the Buyer fails tofulfil any of the obligations set forth in Sections 2.4 (Delivery of Products), 4.1, 4.2(Payments), 8 (Intellectual Property – Confidentiality);(ii) pursuant to Article 1454 of the Italian Civil Code if there is a breach of the obligations
set forth in these Terms and Conditions or in the Order Confirmation, and the Buyer
does not remedy such breach within 15 (fifteen) days after receipt of a warning letterfrom the Seller.

10Protection of Personal DataFCS System SRL | Via Belvedere, 48 – 31032 Casale Sul Sile (TV) | Tel. 0422.785518 – Fax 0422.786069
P.IVA e C.F. IT03778970263 | www.fcssystem.com – info@fcssystem.com
Page 5/6

Rev.
Date:

2.0 – General Terms and Conditions of Sale
20.03.2024

10.1 Each Party undertakes to carry out any processing of personal data of the other Party incompliance with the applicable privacy legislation and the GDPR 2016/679 and solely for thepurpose of the performance of the agreements concluded between them.
11 Applicable Law and Jurisdiction
11.1 These Terms and Conditions, and the agreements governed by them, are subject exclusively
to Italian lawwith the express exclusion, if applicable, of the 1980 Vienna Convention on theInternational Sale of Goods (CISG) and the conflict rules of private international law.
11.2 Any dispute relating to the application, execution, interpretation, termination of these Terms
and Conditions and of the agreements governed by them, which is not amicably settled bythe Parties, shall be referred to the exclusive jurisdiction and competence of the Court ofTreviso - Italy. Notwithstanding the foregoing, the Seller shall also have the right, at its own
discretion, to refer the matter to the Court of the place where the Buyer has its registeredoffice.
12 Final Provisions
12.1 If any provision of these Terms and Conditions or of an agreement regulated by them be nulland void or ineffective, any such nullity or ineffectiveness shall not extend to the remaining
contractual provisions.
12.2 Any communication between the Parties shall be valid only if made in writing.
12.3 These Terms and Conditions supersede and replace all previous versions of the Terms andConditions issued by the Seller. Any general terms and conditions of the Buyer, and inparticular the Buyer's terms and conditions of purchase, shall not apply to the agreements
between the Seller and the Buyer, unless expressly stated otherwise in the Order
Confirmation.
12.4 Failure by the Seller to exercise any right or option under these Terms and Conditions orother contractual provisions shall not be construed as a general waiver of such right oroption, nor shall it prevent the Seller from subsequently requiring the strict and punctual
enforcement of all provisions contained herein.
12.5 In the event of any discrepancy between the Italian language version and the English
language version of these Terms and Conditions, the Italian language version shall prevail.

FCS System SRL | Via Belvedere, 48 – 31032 Casale Sul Sile (TV) | Tel. 0422.785518 – Fax 0422.786069
P.IVA e C.F. IT03778970263 | www.fcssystem.com – info@fcssystem.com
Page 6/6