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Art. 1 Scope of application

These General Terms and Conditions shall govern all supply relations between the parties. Even in the event of derogations agreed upon in writing, these terms and conditions shall continue to apply for the parts not expressly derogated. Any general purchasing terms and conditions drafted by the Buyer will not apply to the relations between the parties unless expressly accepted in writing by Engicam S.r.l. and in any case will not invalidate the effectiveness of these General Terms and Conditions, with which they must be coordinated.

The Purchaser acknowledges that he/she is aware of the content of these general terms and conditions of sale and supply available on the website


Art. 2 Contract formation

The acceptance of the offer by the Buyer or the confirmation of the order by Engicam S.r.l., carried out in whatever manner, entails the application of these General Terms and Conditions of Sale.

The sales offers made by Engicam S.r.l. are valid for 30 days from their formulation and are limited to the full supply of what is listed therein.

After the aforementioned time limit, the offer to sell will no longer be valid.

Sales offers shall in any case not include: the provision of manuals, training courses, start-up assistance and other similar services, unless these services are expressly included in the offer itself.

Art. 3 Equipment.

Unless otherwise agreed upon in writing, the cost of any production and testing equipment is to be understood as a "one-off" expense sharing necessary for the supply: consequently, the customer does not purchase any goods against this item. Engicam s.r.l. undertakes to keep the equipment for a period of 2 years from the date of the last delivery, after which Engicam s.r.l. may destroy it without prior notice.

Art. 4 Technical data, quantities and documents regarding the supply

Engicam S.r.l. reserves the right to modify the construction details of its products at any time in order to improve their performance. In the case of substantial changes (e.g. modifications that affect: installation methods, interchangeability characteristics of the products, etc.) Engicam will inform the Buyer in advance.

Unless otherwise agreed between the parties, Engicam s.r.l. reserves the right to apply a +/- 5% tolerance on the quantities of the products ordered.

The weights, dimensions, prices, yields, colours and other data relating to the products supplied and indicated in the catalogues, price lists, circulars or other illustrative documents, drawn up by Engicam S.r.l., as well as the characteristics of the samples, are merely indicative and are not binding, except in case they are indicated as such in the sales offer or in the order confirmation.

Art. 5 Prices - Payments

The prices of the products refer to the price list in force at the time of acceptance of the sales offer by the Buyer or at the time the order confirmation is issued by Engicam S.r.l.

Engicam S.r.l. reserves the right to modify the current price list at any time, subject to prior written notice to the Buyer, in the event of increases in the cost of raw materials, labour or any other factor that determines a significant rise in production costs. Product prices are always Ex Works (EXW Incoterms 2020), unless otherwise agreed upon in writing between the parties.

Payments must be made in accordance with the relative indications contained in the sales offer or in the order confirmation. Payments and any other sum due for any reason to Engicam S.r.l. must be made to its domicile. Unless otherwise agreed, payments shall be made in Euros.

Prices may be subject to either upward or downward revision, based on formulas that take into account, in particular, changes in exchange rates, the cost of materials, energy costs, labour costs, transportation costs and/or other costs related to the order; in particular, should the production costs increase by more than 5 (five)%, Engicam reserves the right to change the sale price, and the Buyer hereby accepts this increase in the final price if the price increase is limited to covering only the increase in the costs of raw materials/components/energy. In the event of a higher increase, and in any other case, Engicam shall communicate the new price applied, which shall be subject to new approval by the Buyer, with a consequent postponement of the delivery terms.

Orders on an annual basis must be closed at the end of their contractual year; otherwise Engicam s.r.l. reserves the right to send goods not yet delivered at the order due date.

Any delay or irregularity in payment entitles Engicam S.r.l. to:

a) suspend ongoing supplies, even if not related to the unfulfilled payment;

b) change the payment and discount terms for subsequent supplies, also by requiring advance payment or the issuance of additional guarantees;

c) request, starting from the due date for payment and without the need for formal notice of default, default interest on the sum still due, at the rate provided for by the laws currently in force for commercial transactions (in particular, Legislative Decree 231/2002 as amended), without prejudice, in any event, to Engicam's right to claim compensation for greater damages suffered.

Furthermore, in the aforementioned cases, any sum owed to Engicam S.r.l. for any reason shall become immediately due. The Buyer will be obliged to pay the products in full also in the event of any arising exceptions, disputes or controversies, which will be settled only after the payment of the amount due. The Buyer waives in advance to the right to request set-off against any claims, however arising, towards Engicam S.r.l.

Art. 6 Retention of Title

The delivered products remain the property of Engicam S.r.l. until full payment is made.

Art. 7 Delivery

Unless otherwise agreed, the supply of the Products is understood to be Ex Works (EXW Incoterms 2020) and as a consequence the risks related to the supply are passed to the Buyer when the products are collected by the carrier. The delivery terms are only indicative and are calculated in working days. Therefore, any liability of Engicam S.r.l. for all damages arising from early or late whole or partial delivery is excluded.

Should the Buyer fail to pay for other deliveries, the delivery terms are suspended, and Engicam may delay deliveries until the Buyer has paid the sums due.

On the quantities delivered, the Buyer acknowledges to Engicam S.r.l. the use tolerances.

If, for reasons not attributable to Engicam S.r.l., the Buyer or the carrier designated by the latter fails to take delivery of the products, Engicam S.r.l., after notifying the Buyer, may store them and charge the latter for any related costs incurred.

Art. 8 Samples

The samples sent shall be considered tacitly accepted (including the software and firmware supplied) in the absence of a written communication from the Customer to be sent to Engicam s.r.l. within 60 days from the first production order.

With the first production order following delivery of the samples and/or software, these shall be deemed tacitly accepted and valid as reference samples for the production itself, including software. Subsequent changes or modifications shall be considered separately and subject to a separate offer. In any case, the cost of the parts already supplied by Engicam s.r.l. for the order received shall be borne by the Buyer.

Art. 9 Excusable delays

Engicam S.r.l. shall not be liable for any failure to fulfil its contractual obligations in a timely manner to the extent that such failure arises, directly or indirectly, from:

a) causes beyond its control and/or force majeure;

b) actions (or omissions) of the Buyer including failure to forward the information and approvals necessary for Engicam to proceed with its work and the subsequent supply of the products;

c) failure of the Buyer to comply with the payment terms;

Should one of the aforementioned cases occur, Engicam S.r.l. will notify the Buyer accordingly, together with the quantification of the possible delay and the new delivery date. If Engicam S.r.l.'s delay is caused by actions or omissions of Buyer, or by the specific work of other contractors or suppliers of the Buyer, Engicam S.r.l. will also be entitled to an equitable price revision.

Art. 10 Technical standards and liability

Engicam S.r.l. products comply with the legislation and technical standards in force in Italy; consequently the Buyer assumes the responsibility of verifying any differences existing between the Italian standards and those of the destination country of the products, holding Engicam S.r.l. harmless.

Engicam S.r.l. guarantees the performance of its manufactured products only and exclusively in relation to the usages, intended use, applications, tolerances, etc. expressly indicated by it.

Engicam s.r.l. is not obliged to verify and check the operation of the goods received on account, but limits itself exclusively to inspecting the integrity of the packaging, and the consistency with the relevant transport document. Any additional costs incurred by Engicam s.r.l. due to non-compliant goods from supply sources designated by the customer will be charged to the latter.

Art. 11 Validation of hardware and software customisations.

The Buyer, with the cooperation of Engicam s.r.l., is responsible for validating any hardware and software customisation supplied, as well as all subsequent revisions thereof.

Art. 12 Patents

Engicam S.r.l. undertakes to indemnify and hold the Buyer harmless from any liability deriving from any legitimate claim from third parties relating to any infringement or violation of industrial property rights for the products supplied by Engicam S.r.l. In the event of third party claims, the Buyer must promptly notify Engicam S.r.l. and provide it with all information and assistance useful to challenge the claim.

The above will not apply to all those products manufactured according to the project, design, instructions and/or technical specifications provided by the Buyer, for which Engicam S.r.l. accepts no responsibility for any infringement of third party industrial property rights, for which the Buyer will be solely responsible.

Article 13 Warranty

Engicam S.r.l. warrants that the products supplied correspond in quality and type to the contractual agreement and that they are free from defects that might render them unsuitable for the use for which they are expressly intended. The warranty for construction defects is limited to only those product defects that can be associated with defects in the material used or with design and construction problems attributable to Engicam S.r.l. The warranty also does not cover defects due to normal wear and tear of the products for parts subject to rapid and continuous wear and tear.

The application of the warranty on purchased products is conditional on full payment of the same. Unless otherwise agreed in writing, the duration of the warranty shall be 12 months and shall run in any case, irrespective of its application linked to payment, from the delivery of the products.

The aforementioned warranty is applicable provided that the products have been correctly stored and used in accordance with the instructions contained in the technical documentation supplied by Engicam S.r.l., that no repairs, modifications or alterations have been carried out without the prior written authorisation of Engicam S.r.l., and that the defects found have not been caused by chemical or electrical agents. The Buyer must check the conformity of the products and the absence of defects within 10 days from the delivery date of the products and, in any case, before any use of the products. The Purchaser shall report any obvious defects or faults in writing within and no later than 10 days from delivering the products, while the report of any hidden defects and/or operating defects (i.e. only detectable after using the product) shall be made within 10 days from discovering the defect and in any case no later than the warranty period. Complaints must be submitted in writing to Engicam S.r.l. in accordance with the instructions and methods provided by the same, indicating in detail the defects or non-conformities found. The Buyer loses the warranty right if he/she does not allow any reasonable inspection requested by Engicam S.r.l. or if he/she does not return the defective products within 10 days from the related request. Following a regular complaint by the Buyer, Engicam S.r.l., at its discretion, may: a) repair the defective products; b) supply products of the same type and quantity as those that were found to be defective free of charge at the Buyer's premises (DAP Incoterms 2020); c) issue a credit note in favour of the Buyer for an amount equal to the value indicated in the invoice of the returned products. In these cases, Engicam S.r.l. can request the return of the defective products, which will become its property. Unless otherwise agreed between the Parties, it is understood that all the expenses related to the interventions carried out by Engicam S.r.l. technical assistance service will be borne by the same. In the event that the defects found on the products are not the responsibility of Engicam S.r.l., the expenses for the repair and replacement of the products will be charged and invoiced to the Buyer. The warranty referred to in this article shall supersede and replace the legal guarantees for defects and conformity, and excludes any other possible liability of Engicam S.r.l. in any case arising from the products supplied; in particular, the Buyer may not make any other claims for damages, and in no case may Engicam S.r.l. be held liable for indirect or consequential damages.

In any case, Engicam s.r.l. cannot guarantee the compatibility of the software it creates at the request of the customer, with the operating systems and the various devices used by the principals themselves. The principals hereby acknowledge this and, therefore, in the event that the aforementioned malfunctions are attributable to these forms of incompatibility, Engicam s.r.l. will not assume any responsibility and the warranty referred to in this point will not apply.

In any case, Engicam s.r.l. undertakes to verify whether or not the malfunctions are attributable to the aforementioned circumstances and to try to solve the various problems, where possible. In such cases, the customers will not be able to withhold payment for the goods, will not be able to claim any compensation for damages, and in any case must promptly take back all the material and goods manufactured and produced by Engicam, without raising any exception on this point. Engicam s.r.l. is not responsible for any direct or indirect, special, incidental, consequential or exemplary damages that are in any way related to its products or software including, without limitation, damages for loss of reputation, loss of profit and work stoppages.

Article 14 Compensation for damages

The liability of Engicam S.r.l., whether arising from the execution or non-execution of the contract, the warranty, an illicit act or an objective liability, cannot in any case exceed the value of the product to which such liability relates. Under no circumstances can Engicam S.r.l. be held liable for loss of earnings or profit, or for failed use or technical stoppage of the product or any associated machinery, for claims of the Buyer and/or third parties relating to the aforesaid damages or for any other damage, including indirect or consequential damage.

Article 15 Confidentiality

The Buyer agrees to (i) treat the information/data/know-how/documentation received and/or learned by Engicam S.r.l. as confidential, to (ii) limit the use of such confidential information/documentation and its access for purposes related to the execution of the contract. The confidential information/documents may not be reproduced without the prior written consent of Engicam S.r.l., and all the copies of the same will be immediately returned upon request of Engicam S.r.l.

The above provisions shall not apply to information that: (i) is public or becomes public other than by disclosure by the Buyer, its employees or collaborators, or (ii) was in the possession of the Buyer before it received it from Engicam S.r.l. or (iii) was disclosed by sources that are not subject to the restrictions to which the Buyer is subject regarding its use, or (iv) may be disclosed to third parties on the basis of a written authorisation from Engicam S.r.l.

Art. 16 Miscellaneous

The transfer by the Buyer of the rights or obligations arising from the contract, without the prior written consent of Engicam S.r.l., will be considered null and void. Engicam S.r.l. will have the right to assign, at any time, to third parties the credits arising from the contract, after notifying the Buyer in writing.

The total or partial invalidity of one or more clauses of these General Terms and Conditions shall not affect the validity of the remaining clauses.

It is understood that any tolerance of violations of these General Terms and Conditions shall in no way be construed as a waiver of the rights and/or faculties connected therewith or consequent thereto.

Art. 17 Applicable Law and Jurisdiction

These General Terms and Conditions and the related supply contracts shall be governed by Italian law.

For any dispute related or in any case connected to the contracts to which these General Conditions apply, the Court of Florence shall have exclusive jurisdiction. Notwithstanding the above, Engicam S.r.l. shall nevertheless have the right to take action at the Court of the Buyer.

Scandicci, 12 April 2023

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