Contract conditions

ART. 2 - CONCLUSION OF THE CONTRACT

2.1 - The Customer must place the order by filling in the appropriate forms prepared by B.Tech. The order placed by the Customer constitutes a contractual offer and is not deemed accepted until it has been confirmed in writing by the Contractor (writing includes e-mail).
If the Contractor does not provide written confirmation of an order negotiated verbally, the start of installation of the Plant or Service subject to the order by the Contractor will be considered as confirmation and therefore acceptance of the order.
The contract will therefore be concluded at the moment of acceptance of the order by B.Tech.

2.2 - In the case of a contractual proposal sent by B.Tech, it shall be deemed valid for 10 (ten) days from its receipt by the addressee (e.g., the date the proposal was sent by e-mail).
Such proposal must be confirmed by the Customer using the forms provided by B.Tech and must be transmitted by e-mail or PEC.
The contract shall be deemed perfected upon receipt by B.Tech of the acceptance of the contractual proposal.

2.3 - By way of derogation from the provisions of art. 1671 of the Civil Code, the Customer is precluded from withdrawing from this contract.
 

ART. 3 - SUBJECT OF THE CONTRACT

3.1 - The object of the supply and/or services (also referred to as the Plant or Service) to be performed are those indicated in our order confirmation or, in its absence, in our accepted and confirmed offer.

3.2 - All offer documents, plans, drawings, estimates, documents and data — including electronic form — remain the property of B.Tech and may not be modified, copied, reproduced or otherwise made available to third parties by the Customer and must, upon our request and at our discretion, be returned to us immediately or deleted. Even where such documents are made available to the Customer, our intellectual property rights remain unchanged. The Customer has no right to use, transfer copies, models and drawings except to the extent necessary for contract execution.
 

ART. 4 - VARIATIONS TO THE WORK

4.1 - Variations requested by the Customer after the conclusion of the Contract, or during its execution, relating, among others, to quantities and/or quality of materials and/or of the structure or of individual parts of it, even when they do not involve modifications, integrations or rework to the agreed intervention, must be submitted in advance to B. Tech, including via e-mail.

4.2 - Upon receipt of the variation request, B.Tech will formalize, including by e-mail, the proposal, price and new execution times relating to the requested variations and will await the Customer's confirmation and acceptance, which must also be sent to B.Tech by e-mail.

4.3 - If within 2 (two) days from the sending of the proposal referred to in point 4.2 the Client has not replied, it is agreed that such proposal has been approved by the Client, authorizing B. Tech to proceed with the execution of the variations requested by the Client, with the costs and times indicated by B. Tech in the proposal referred to in point 4.2.
For this purpose it is confirmed as stated above that by signing this contract the Client gives his consent, here and now, to carry out the works related to the requested variations even in the absence of express consent, in the event of no response to the proposal referred to in the preceding art. 4.2.
 

ART. 5 - PRICES

5.1 - Prices are those in force on the date of acceptance of the order and as indicated therein. Prices are expressed in Euro.

5.2 - Prices are subject to possible changes and/or adjustments by B.Tech under the following terms.
a) For contracts concluded before the entry into force of such changes but still being executed, the prices in force at the time of order confirmation shall apply, except as provided below under lett. b).
b) Should material prices undergo significant increases after the determination of the consideration and during the execution of the contract, such as to cause an increase in the unit prices used of at least 5% (five percent) compared to the unit prices at the time of signing the contract, B.Tech shall be entitled to a compensatory adjustment for the amount of the works still to be executed, whenever such an increase occurs. The provision of this clause also applies in the event of purchases by B.Tech of finished products intended for resale, still within the scope of the contract.
For this purpose B.Tech must provide the Customer with proof of the actual change with appropriate documentation, supplier declarations or other suitable means of proof regarding the variations compared to what was agreed at the time of the offer and/or conclusion of the contract. In the request for compensatory adjustment B.Tech must indicate the materials (or goods in the case of finished products) for which it believes compensation is due and their quantitative incidence with respect to the supplies still to be performed or the goods yet to be delivered. The Customer is required to accept such increase (which B.Tech will essentially pass through to the Customer without applying any mark-up on that amount), which the Customer accepts by signing this contract and whose payment will be made according to the contractual deadlines agreed.

5.3 - This contract is concluded on a measurement basis and not as a lump sum. Therefore, the individual progress payment reports (SAL) and the final SAL will verify the exact measures (materials and labor hours) of the work and the precise economic quantification, which will constitute the total contract price.

5.4 - From the second year of validity of the maintenance contract, the fee shall be annually adjusted in the amount equal to 85% of the ISTAT consumer price index.
 

ART. 6 - PAYMENT METHODS AND TERMS

6.1 - Payment for the work, unless otherwise agreed in the order confirmation, must be made by bank transfer in advance: 50% upon order confirmation, a further 40% when goods are ready, and the remaining 10% within 60 days from delivery date.

6.2 - In addition to other remedies permitted by law, the parties agree that default interest on late payments shall accrue from the date on which the payment obligation matured and shall be applied automatically at the rate provided by Legislative Decree no. 231 of 9 October 2002, without prejudice to compensation for greater damage in accordance with the aforementioned Decree. In any case, in the event of payment delays by the Customer, B.Tech shall have the right to condition any further supplies/services or work progress on prior full payment of the related outstanding amounts.

6.3 - The Customer has no right to make any set-off, deduction or withholding on amounts due to the Contractor.

6.4 - With regard to the maintenance Service, it is agreed that failure to pay two fees, even if not consecutive, will entitle B.Tech to terminate the maintenance contract.
 

ART. 7 - RESERVATION OF TITLE

7.1 - Where payment of the price is deferred, the Customer shall become owner of the Plant/work only upon payment of the full price, interest and expenses. The installation of the Plant, in the case considered, is made and accepted with reservation of title. In any case the risks related to use, loss/destruction etc. of the Plant are assumed by the Customer at the moment of completion of installation and delivery of the work.

7.2 - In the event of termination of the Contract for default by the Customer, it is agreed that any advances paid by the Customer shall in any case be retained by B.Tech as compensation, without prejudice to compensation for greater damage.

ART. 8 - EXPRESS TERMINATION CLAUSE

8.1 - The Contract shall be deemed terminated by operation of law, pursuant to and for the purposes of Article 1456 of the Civil Code, upon prior written notice by B.Tech of its intention to avail itself of such right, in the event that the Customer fails to pay the sums due within the agreed terms (with respect to the maintenance Service, it is agreed that failure to pay two fees, even if not consecutive, will entitle B.Tech to terminate the maintenance contract), insolvency, bankruptcy or submission to another insolvency procedure.

8.2 - The defaulting Customer is obliged to return the Plant he purchased and has not yet fully paid. Any sums already paid shall be retained by the Contractor plus reimbursement of the necessary and useful expenses incurred for the returned item, even to an amount exceeding its value. The right to greater damages remains reserved.

8.3 - B.Tech, in addition to the foregoing and without prejudice to the right to compensation for damages suffered and the application of general contract termination rules, shall have the right to terminate this contract pursuant to and for the purposes of Article 1456 of the Civil Code, in the event of the Customer's breach of the following obligations:
art. 15) Place of use of the machinery and equipment;
art. 15) Compliance with the use of goods under maintenance.
 

ART. 9 - WARRANTY OF THE WORK

9.1 - B.Tech grants the Customer a warranty on the subject matter of the contract lasting 12 (twelve) months from the date of acceptance testing.

9.2 - Under the warranty B.Tech shall only be obliged to remedy defects and faults, the Customer being expressly excluded from the right to request termination of the contract, a price reduction or any other type of direct or indirect damage, whether contractual or extra-contractual.

9.3 - The Contractor shall replace or repair defective parts as soon as possible, to be agreed from time to time between the Parties, and shall be entitled to request prompt return of replaced parts from the Customer.

9.4 - The warranty does not extend to parts subject to normal wear, nor to damages caused by incorrect supplies (see user and maintenance manual), incorrect or insufficient maintenance, incorrect operations by the Customer, use of inadequate consumable materials, defective or negligent treatment, excessive exploitation of the devices, damage or deterioration caused or aggravated by failure to interrupt use of the goods in the presence of technical problems or electrical voltage or processing temperature fluctuations, or any other cause not directly attributable to the Contractor. The warranty becomes void when equipment, devices or spare parts not supplied by the Contractor are installed on the work performed by B.Tech and when modifications are made without the prior written consent of the Contractor and, in any case, in all instances of non-compliance with the instructions in the user manual and technical data sheets provided by the Contractor.

9.5 - The warranty is subject, under penalty of forfeiture, to notification of the defect, communicated exclusively in writing by the Customer to the Contractor, within the terms indicated in the following article. The Parties expressly agree that complaints/claims made verbally or by telephone shall not be considered as notification of the defect and are therefore ineffective to interrupt limitation and forfeiture periods and to constitute default of B.Tech.

9.6 - Warranty repairs will be carried out at B.Tech's premises. The Customer must therefore send the item to be repaired to that location. If it is not possible to send the item to B.Tech's premises or the Customer requests intervention at his/her own plant, travel costs from B.Tech's premises to the Customer's plant shall be borne exclusively by the Customer, according to the rates in force. Repair activities carried out under warranty at the Customer's plant will be borne by B.Tech or its assignee.
 

ART. 10 - NON-CONFORMITIES AND DEFECTS OF THE WORK

10.1 - If the Customer finds defects and/or faults he/she must notify the Contractor, under penalty of forfeiture, within 8 (eight) days from discovery.

10.2 - In case of complaint of defects the Customer must follow the procedure and terms below:
i) under penalty of forfeiture, the complaint of the defect must be made in detail (with photographic attachments), exclusively in writing. The Parties agree that complaints/claims made verbally or by telephone shall not be considered as complaint of the defect and are therefore ineffective to interrupt B.Tech's limitation and forfeiture periods;
ii) the Customer agrees to make the contested goods (or part thereof) available for inspection;

10.3 - No defect and/or non-conformity may be claimed by the Customer if at the time of acceptance of the work the defects and/or non-conformities were known or knowable by him/her.

10.4 - If the Customer has the defects and/or non-conformities remedied by third parties, i.e. by persons other than the Contractor, he/she may not request reimbursement from B.Tech for the expenses incurred for such activity, and shall in any case forfeit any right to the warranty.
 

ART. 11 - SUBCONTRACTING

11.1 - The Client hereby authorizes the Contractor, from the outset, to subcontract, in whole or in part, the works under this Contract.
 

ART. 12 - LIMITATIONS OF LIABILITY

12.1 - Any obligation to pay damages that may be found to be borne by B. Tech shall be limited to the value of the work subject to the contract and in any case excluded for the following categories of damages:
(a) Loss of profits;
(b) Loss of sales or turnover;
(c) Loss of or damage to reputation;
(d) Loss of contracts;
(e) Loss of customers;
(f) Loss of software/data or loss of use of software and/or data;
(g) Loss of use of any computer or other equipment or plant;
(h) Loss related to operating costs or personnel time;
(i) Losses or liabilities relating to other contracts;
(j) Indirect loss or damage;
For the purposes of this clause the term "loss" includes both partial and complete total loss.

12.2 - The parties acknowledge that the liability limitations provided for in this clause have been extensively negotiated between the Parties and are considered by them to be fully operative in all circumstances.

12.3 - Notwithstanding the foregoing, B. Tech shall not provide warranties beyond the description, quality, completeness or fitness for a particular use or purpose of the goods and services supplied under this contract. Furthermore, B.Tech declines all liability in respect of obligations deriving from this contract in the following cases:
- The performance of the Service by B.Tech becomes temporarily or permanently impossible due to force majeure such as strikes, natural disasters or other causes not attributable to it.
- Where damages are found to arise from: failure to comply with the user manual, improper use, neglect, gross negligence or wilful misconduct attributable to the Customer or its representatives.
 

ART. 13 - COSTS CHARGED TO THE CUSTOMER

13.1 - Without prejudice to what is provided in the individual order confirmations, the Customer shall provide an area for the storage and stocking of the material delivered at the place where the works will be carried out. In any case the Customer shall be obliged to safeguard and preserve the goods and material delivered on site.

13.2 - The Customer shall carry out, both before and during installation, all masonry and other works necessary for the installation itself and for the laying of the Plant.

13.3 - The Contractor is not liable for any sanctions, claims and/or actions brought by competent Authorities in the event of violation of urban planning norms and regulations as a result of the installation of the Plant.

13.4 - Where, due to its peculiarities, the plant requires design activities in compliance with mandatory laws at the time of purchase, all charges and expenses relating to such design and related documentation shall be borne by the Client, or invoiced separately if performed by the Contractor through its appointees.
 

ART. 14 - EXECUTION OF THE WORK - INSTALLATION - CERTIFICATION

14.1 - The execution period for the work is that agreed between the parties and indicated in the order confirmation. The days agreed for installation are indicative and are calculated in working days, Monday to Friday, excluding Saturdays, Sundays and public holidays. The period, which runs from the arrival on site of B.Tech personnel until delivery of the Plant, shall be extended for any cause attributable to natural phenomena, strikes, lockouts, delays in delivery by suppliers and/or further problems of any kind not attributable to the Contractor. B.Tech reserves the right to deliver even before the expiry of the delivery term and to make partial deliveries.

14.2 - The Customer must ensure that a clean installation site is provided to B.Tech personnel and that it complies with regulatory provisions on safety and hygiene in the workplace.

14.3 - The Customer, if necessary, shall provide at its own expense the supply of electricity, water and similar for the execution of the work.

14.4 - The Customer shall provide B.Tech personnel with a locked room for the secure storage of equipment. The Customer must insure B.Tech's tools against theft and fire as long as they remain on its premises.

14.5 - The Customer must inform B.Tech of all statutory, official and other applicable regulations relating to the execution of the works, operation, health protection and accident prevention.

14.6 - The Customer shall inform the B.Tech site manager of any special safety rules that are relevant to B.Tech personnel in the performance of the work.

14.7 - The Customer must ensure that installation can begin immediately upon arrival of B.Tech personnel and can continue without delays until completion of the work, under penalty of compensation for damages.

14.8 - The Customer has no right to engage B.Tech personnel in extra-contractual services without our prior written consent.

14.9 - Costs related to delay or impediment to the execution of the work caused by the Customer shall be charged to the Customer by B.Tech.

14.10 - Without prejudice to warranties and any certifications that B.Tech must provide for its work carried out under the contract, any revision of certifications, tests or checks on the Customer's pre-existing plant/installation that become necessary as a result of the work carried out by B.Tech shall be at the sole expense and care of the Customer. It is therefore agreed that B.Tech has no obligation to verify the foregoing and cannot in any way be held responsible for any issues related to the Customer's plant/installation not being adapted as may be required as a result of B.Tech's intervention. It shall be the Customer's sole responsibility to verify such necessity.
 

ART. 15 - MAINTENANCE SERVICE

15.1 - The maintenance activity shall be carried out under the following terms:
a) object and methods of the Maintenance Service
Maintenance may be on request or follow a program predefined by B. Tech (referred to as "scheduled maintenance") and its main purpose is to keep the asset subject to the Maintenance Service efficient and operational. The specific maintenance activities are those indicated in the technical description attached to the offer/order confirmation.
Maintenance is performed in accordance with the prescriptions contained in the user and maintenance manual, thus ensuring the constant efficiency of the goods. The Maintenance Service will be performed by B.Tech or by a delegate or by a third party to whom the maintenance contract has been partially or wholly assigned. The Service is guaranteed throughout the year, excluding holidays.
Maintenance interventions will be carried out during normal working hours, normally at the place where the asset is used. In case of particular technical needs, the asset may be transported to B.Tech's workshops or those of its assignee, at the Customer's expense.
For the execution of maintenance operations (scheduled and unscheduled), the Customer undertakes to allow and facilitate access to the plant or site for B.Tech technicians or its delegate and the related workshop truck up to the point closest to the machine to be maintained and to guarantee technicians a closed environment, as far as possible, in which the safety rules contained in the Consolidated Law on safety in the workplace and related regulations are respected.
The assets subject to maintenance must be used exclusively at the Customer's premises or at the different place indicated in the contract and may not be moved elsewhere without written authorization from B.Tech. If the machinery is moved from the place indicated in the contract without prior authorization from B.Tech, B.Tech is relieved of any obligation of scheduled and planned maintenance, and the Customer loses the right to the chosen Service, without any possibility of requesting any refund and/or compensation. In the event of an unauthorized move, B.Tech may also immediately terminate the contract for the Customer's fault. B.Tech is granted the right, but not the obligation, to perform the Maintenance Service nevertheless, charging the Customer the increased costs resulting from the movement of the asset subject to maintenance.
b) content of maintenance activities
As stated above, the Maintenance Service can be performed in two modes: on request or scheduled.
I) On request
The maintenance activity, timing and costs are defined and agreed case by case;
II) Scheduled
Scheduled maintenance activity is predetermined in its contents, methods and costs by B.Tech. The Customer may choose the mode that best suits his needs at the time of contract conclusion.
c) use of machinery under Maintenance Service
The Customer undertakes:
- to use the machinery and equipment exercising the utmost diligence in both daily ordinary maintenance (as provided for in the user manual or maintenance instructions), and their preservation according to the specifications set out in those documents;
- to faithfully follow the instructions on the use and employment of the goods received from the seller at the time of delivery or subsequently;
- not to use the machinery for purposes other than those agreed and not to make modifications to them;
- to comply with the laws and regulations in force governing the use and operation of the machine or equipment, providing the required notices regarding workplace safety.
d) Exclusions
Excluded from the amount established for scheduled maintenance, and therefore if performed for a fee, are all activities not included in the description of the agreed services and described by the type of maintenance chosen by the Customer, as well as damages caused by the Customer, among which the following stand out, deriving from:
- voluntary behavior, neglect, incorrect use;
- accidental causes;
- use of electrical, water supplies, detergents or sanitizers not compliant with the machine's user and maintenance manual;
- use of lubricants or hydro-fuels not compliant with the machine's user and maintenance manual;
e) duration of the Maintenance Service
The duration of the Maintenance Service is that contractually agreed between the Parties. At the expiry of such period, tacit renewal for an equal period will apply, unless terminated by sending notice via PEC with three months' notice prior to the expiry date.
Only B.Tech is granted the possibility to withdraw at any time with one month's notice.
 

ART. 16 - PROCESSING OF PERSONAL DATA

16.1 - The General Data Protection Regulation no. 679 of 27 April 2016 (hereinafter Reg. (EU) 679/2016 or GDPR) aims to ensure that the processing of personal data is carried out in respect of the rights, fundamental freedoms and dignity of the data subject, i.e. natural or legal persons as well as bodies and associations to which the personal data refer, with particular reference to confidentiality, personal identity and the right to the protection of personal data. In order to enter into contractual relationships with you, to fulfil and/or enforce the obligations arising therefrom and to comply with related legal obligations, B.Tech must necessarily collect and process your personal data pursuant to art. 4, no.1 of the GDPR. Pursuant to art. 13 of Reg. (EU) 679/2016, we therefore inform you of the following: 1) Personal data processed. The processing will or may concern the following categories of personal data: identification, personal data, telephone, commercial, administrative, banking, tax and any other data strictly necessary in relation to each of the purposes indicated in point 2) below. 2) Purposes and duration of the processing. Obligatory or optional nature of the provision and consequences of failure to provide data. The personal data referred to in point 1) above will be processed solely for the purpose of establishing the contractual relationships referred to above, fulfilling and/or enforcing the obligations arising therefrom and complying with related legal obligations.
Provision of the personal data referred to in point 1) above is always optional, but any refusal to provide and/or subsequently process personal data strictly necessary for the purposes referred to above may make it impossible to establish and/or perform the contractual relationships in question. Upon obtaining your express consent, the personal data referred to in point 1) above may also be processed for the following additional specific purposes: a) to promote commercial relationships by sending advertising/informative/promotional material, updates on initiatives and offers addressed to Customers, information and commercial promotions; b) to carry out market research and economic and statistical analyses. Such activities may concern products and services of B.Tech and may be carried out by B.Tech itself and/or by third parties, also through an automated calling system without operator intervention, e-mail, telefax and MMS (Multimedia Message Service) and SMS (Short Message Service) type messages. The duration of the processing will be strictly related to the purposes referred to above.

16.2 - Rights of the data subject. With respect to the personal data referred to above you may exercise the rights provided for in articles 15 and following of Reg. (EU) 679/2016. In particular, it is your right to know at any time the actual implementation of a data processing and in particular the purposes of the processing, the categories of data collected, the recipients to whom they are or will be communicated and the retention period. You have the right to obtain correction or integration of inaccurate or incomplete personal data, as well as deletion, revocation of consent at any time to the processing. The Customer may object, for legitimate reasons, to the processing of personal data concerning him/her, even if relevant to the purpose of collection, with particular reference to the sending of advertising material or direct sales or for carrying out market research or commercial communication. The Customer has the right to obtain personal data in an intelligible format, also electronically, or to have the data transmitted to another data controller.

16.3 - The data controller of the personal data referred to above is B.Tech. The updated list of persons appointed as data processors will be readily available at the company's registered office, where any updates to this privacy notice will also be immediately available.
 

ART. 17 - SALE OF GOODS

17.1 - Any sales of goods carried out by B. Tech shall be governed by the relevant general conditions of sale.
 

ART. 18 - APPLICABLE LAW AND JURISDICTION

18.1 - This contract is governed by Italian law.

18.2 - The parties expressly agree that for any dispute and action arising from this contract the Court of Verona shall have exclusive and non-derogable jurisdiction.
 

ART. 19 - AMENDMENT OF THE TERMS

19.1 - B.Tech reserves the right to modify the Site and these General Conditions of Contract (GCC) at any time to offer new products/services or to comply with statutory or regulatory provisions. The Customer shall be subject to the policies and terms of the GCC in force at the time of conclusion of a contract with B.Tech.