General Terms and Conditions of Sale and Supply

1.1 These general terms and conditions of sale and supply (the “General Terms and Conditions”) govern the sale and supply to customers (the “Customers”), of hardware and software products, as well as services provided by the company Iba Italia S.r.l., with registered office in Via A. Volta n. 18 – Z.I.U., Pavia di Udine (UD) - Italy, Tax Code and VAT Number 02829520309 (hereinafter “iba”).

1.2 By signing the Contract, as defined below, the Customer fully accepts and undertakes to comply with these General Terms and Conditions, it being understood that any changes in the same must be expressly agreed between iba and the Customer. Any general terms and conditions of purchase (GTCP), or part thereof, adopted by the Customer shall in no way be deemed to apply or be applicable to the Agreement, unless expressly agreed between the parties. 

2.1 The quotations prepared and sent to the Customer by iba are not binding on the latter and are valid for 30 days, unless otherwise specified therein. After this period, iba reserves the right to make unilateral changes/modifications, including technical changes or changes to the materials or installation, provided that these are within the limits of opportunity and rationality.

2.2 With the expressed acceptance of the quote by the Customer (“Order”) the parties enter into a sales and/or supply contract (the “Contract”), which exclusively and specifically covers what is indicated in the order confirmation (the “Order Confirmation”), with activities and/or supplies of products not indicated in the Order Confirmation being expressly excluded. 

2.3 Order confirmation is subject to correct and timely deliveries by iba's suppliers. The Customer will be promptly informed of any unavailability of goods, where applicable. ibacannot be held liable for failure to comply with the delivery terms set out in the Contract for reasons beyond its control (e.g., delays in the delivery of materials by iba's suppliers). In such cases, iba undertakes to inform the Customer promptly.

2.4 The Customer automatically accepts the copyright and warranty conditions upon opening the original packaging.

3.1 The prices indicated by iba are in euros (the “Fee”). 

3.2 The Fee includes product packaging costs. The Fee does not include any transport insurance, which may be requested by the Customer at their own expense.

3.3 If the Fee is less than €200.00, the Customer agrees to a €100.00 charge for flat-rate administrative costs.

3.4 All unit prices referring to products and/or services are indicated in the Order Confirmation net of the value added tax in force at the time.

4.1 Deliveries are made with terms CPT, Incoterms ® 2020.

4.2 The costs are charged to the customer, unless otherwise specified in the Order Confirmation and, consequently, the risks and costs arising from damage or deterioration to the products, even accidental, are charged to the Customer upon delivery of the products to the carrier or shipper, or in any case from the moment the products leave the iba warehouses. 

4.3 The Customer is informed that, over to the above provisions, iba does not guarantee the most economical shipping method. 

4.4 iba will not recover transport packaging or any other packaging and, therefore, the Customer undertakes to ensure the disposal of the packaging at their own expense. In compliance with current environmental legislation, iba will pay the CONAI contribution, where due, and will indicate this on the invoice relating to the Order. 

5.1 The products supplied remain the property of iba until full payment of the Consideration and any additional amounts owed by the Customer to iba as a result of the execution of the Contract.

5.2 Until the Consideration has been paid in full, the Customer undertakes to treat the products sold/supplied by iba with the utmost care and diligence, as well as to take out appropriate insurance policies to cover risks such as, for example, partial loss or deterioration. The Customer is required to inform iba immediately if the products are made available to third parties, such as in the case of extraordinary corporate transactions, as well as of any damage or destruction suffered by the goods.

5.3 If the goods are combined with products not belonging to iba, the latter acquires joint ownership of such products based on the ratio between the value of the goods supplied by iba and the other products. The same applies if the goods are combined or integrated into products not supplied by and not belonging to iba.

6.1 The methods of payment of the Fee are defined in the Order Confirmation. Invoices must be paid by the Customer in accordance with the methods and bank details indicated by iba on the invoice.

6.2 Invoices are issued upon shipment of the material or performance of the service, except in cases where pre-payment is required. 

6.3 The Customer shall be entitled to compensation, or the right of retention, only in the event that such rights are ascertained by the judicial authorities, with a final judgment, or in the event that they have been expressly recognized to the Customer by iba.

7.1 The delivery dates indicated by iba in the Order Confirmation are indicative and not binding for iba.

7.2 iba shall not be considered in default if the delay or failure to deliver is the result, even indirectly, of force majeure, or for any other reason or cause that cannot be directly controlled by iba (e.g., delays on the part of iba's suppliers).

7.3 Without precluding the above, a prerequisite for compliance with the delivery deadline is the timely fulfillment by the Customer of its contractual obligations, in particular the indication of the license numbers in its possession in the case of license extensions, the making of the agreed payments, and the issuance of guarantees, where agreed between the parties.

7.4 Partial deliveries are permitted. Each partial delivery is considered a separate sale, for which the portion of the Consideration must be paid each time.

8.1 Provision of services

8.1.1 iba undertakes to provide the Customer with its services in a workmanlike manner and in accordance with the terms of the Contract, it being understood that – where there are special requirements – it shall be the Customer's responsibility to expressly communicate its specific needs to iba.

8.1.2 The services will be provided by iba through qualified personnel or by third parties appointed by iba, in respect of whom the Customer hereby authorizes the performance of the services on its behalf. 

8.1.3 The performance of services, including, by way of example, the assembly and/or start-up of the product, may take place either at the Customer's operational/administrative headquarters or at iba's operational/administrative unit. If the services are performed at the Customer's premises, the Customer shall provide iba and its appointed personnel with adequate equipment and workstations. It is understood that the Customer is not authorized to give instructions to iba's personnel, who shall in no way be considered employees of the Customer and with whom no relationship of subordination or secondment of personnel shall be established.

8.1.4 The Customer is required to update and maintain fully valid permits, licenses, and/or operating certifications if the service requested from iba contravenes specific national regulations, particularly following modifications, extensions, updates, etc. carried out on a system or piece of equipment. The costs of such measures shall be charged exclusively to the Customer.

8.1.5 The provision of services by iba shall be considered complete from the moment it delivers a notice of completion to the Customer, without prejudice to the provisions of paragraph 8.4.

8.2 Installation, technical services, and training courses

8.2.1 The terms for the performance of the services shall commence from the date on which the Customer has taken all preliminary actions necessary for the performance of the services and has fulfilled all its obligations of cooperation and compliance with applicable regulations necessary for the regular performance of the supply. Deadlines and delivery times shall be extended if the Customer delays the performance of these activities and in proportion to the extent of such delay.

8.2.2 In the event of unforeseeable obstacles beyond iba's control, for which it cannot be held responsible, deadlines and the implementation period shall be extended in proportion to the duration of any setback or suspension. This provision applies to cases of force majeure and in particular in the event of strikes, forced closures, interruption of activities, interventions by the authorities, even when such circumstances affect iba's subcontractors and to the extent that it can be demonstrated that such obstacles may significantly affect implementation and, in general, the regular execution of the supply. In the event that a delay in the performance of the work has already occurred, iba shall in no case be held liable for such contingencies when they arise from the aforementioned causes.

8.2.3 iba shall be entitled to claim compensation from the Customer or reimbursement of additional expenses and costs incurred by it for any reason or cause not attributable to iba, as well as additional costs for implementation.

8.3 Obligation to cooperate

8.3.1 The Customer undertakes to appoint a representative of the Order, whose contact details will be communicated to iba, who will be available to the latter for any information, also ensuring that this representative will be able to make decisions, or have them made, without undue delay. iba will have the right to consult the appointed representative when, and to the extent that, it deems it necessary to perform the services and related activities. 

8.3.2 The Client undertakes to ensure the necessary or even merely appropriate conditions to enable the proper performance of the services and implementation. In particular, the Client undertakes to ensure that all cooperation requested by iba, including from its agents and/or collaborators, is provided in a timely manner and to the extent necessary, at no cost to iba.

8.3.3 If the completion of the product installation requires modification or expansion of the software, the customer must provide its own qualified personnel, ensuring that they are able to manage such modifications and assist iba if requested to do so.

8.3.4 The Customer undertakes to make its qualified personnel available if the completion of the product installation requires the operation of the company's equipment. 

8.3.5 The Customer undertakes to make available to iba, even if not expressly requested, the necessary and appropriate documentation, as well as other company information useful for the proper execution of the Contract.

8.3.6 iba shall not be held liable in any way, even indirectly, for delays or faults/defects or damage to the Customer's equipment/machinery, if this results from data and information provided to iba by the Customer, as well as from other circumstances, facts, or acts not attributable to iba. 

8.4 Notice of completion and acceptance of services

8.4.1 iba will provide the customer with a completion notice following the completion of the services.

8.4.2 It will be the customer's responsibility to verify the conformity of the product installation or, upon receipt of the completion notice, to immediately approve the installation. Acceptance must be confirmed to iba in writing.

8.4.3 If the Customer has not sent confirmation of acceptance of the notice of completion within 2 consecutive working days of delivery of the notice of completion, the performance of the services and the supply covered by the Contract shall be deemed to have been accepted in full without reservation.

9.1 iba guarantees that the products and/or services will be free from faults and defects, manufactured to the highest standards, fit for the purpose for which they were supplied, and correspond, in terms of quantity and type, to the provisions of the Order Confirmation.

9.2 iba, also, declares and guarantees that, for a period of 12 months from the date of delivery of the products (the “Warranty Period”), they will be functional and/or suitable for the purposes for which they were supplied. It is understood that for the products identified below, the Warranty Period shall be: 

• one year for keyboards and mouses;
• one year for memory cards (CF/SD/SSD);
• two years for PCs and accessories, components not manufactured by iba, and iba software;
• five years for iba assembled products (FOB, PADU ecc.).

9.3 In the event that the products present functional defects during the Warranty Period, for reasons attributable to iba, the latter will repair or replace them, according to the criteria it deems appropriate. In this case, the Company will bear the costs and expenses of replacement and/or repair, agreeing in advance with the Customer on the terms of delivery of the replaced and/or repaired product. 

9.4 The warranty does not cover damage, faults, and/or defects that may arise in the product after delivery to the Customer due to tampering or negligence in storage and maintenance, or due to damage caused by improper use and/or subsequent testing, transport, and handling carried out in contravention of the rules of conduct and use of the Products. 

9.5 iba's liability for defective products, as well as its liability for non-delivery of products, shall in no case exceed the value of the Fee.

9.6 If the Customer identifies faults, defects, or malfunctions in the products and submits a complaint for lack of conformity, they must:

• for recognizable defects, including differences in the quantities delivered, promptly notify iba in writing of such circumstances at the time of identification within three business days of receipt of the goods;
• during the Warranty Period, strictly notify iba of any faults and/or defects that can only be detected at a later stage, and within three weeks in the case of the provision of services, under penalty of forfeiture under the terms of the law.

9.7 In any case, the complaint in question does not interrupt the limitation period for warranty claims pursuant to Article 1495 of the Italian Civil Code.

9.8 If the replacement of the product, or the repair work, does not restore the correct functionality of the product within a reasonable period of time, the Customer shall be entitled to terminate the Contract or request a reduction in the Price. It is understood that the Contract may not be terminated by the Customer unless there is a serious breach of contract by iba or an objective impossibility in the regular execution of the supply, pursuant to and for the purposes of Articles 1453 et seq. of the Italian Civil Code. 

9.9 In the event of non-delivery, the Customer, pursuant to and for the purposes of Article 1454 of the Italian Civil Code, in the event of iba's failure to perform the services covered by the Contract, shall be required to send iba an express notice to comply. 

9.10 The warranty shall not apply if the Customer, or a third party, makes modifications or repairs of any kind to the products supplied, handles the products incorrectly, or exposes the products to harmful conditions, unless the Customer can prove that the damage to the product would have occurred in any case. iba shall not be liable for any damage resulting, directly or indirectly, from design errors or malfunctions attributable to the Customer or its employees and/or suppliers.

9.11 The warranty does not cover components subject to wear and tear, such as fuses, batteries, filters, and other consumables, even if they deteriorate after proper use.

9.12 The Customer is required to return products deemed defective by the Customer to iba, at the latter's request and at the Customer's expense. This applies in particular to defective products which iba will, as far as reasonably possible, replace with products free from defects, provided that the Warranty Period is still valid.

9.13 The expenses, costs, and any other charges for returning the defective product(s) shall be borne entirely by the Customer, who shall be responsible for sending said products to the headquarters of iba AG (Gebhardtstrasse No. 10, 90762, Fuerth, Germany, Email: [email protected]), unless otherwise expressly indicated by iba. Iba will, however, bear the costs of returning the repaired or replaced product to the Customer's premises within the territory covered by iba. 

10.1 iba shall provide the Customer with the user manual for the software products purchased, and this documentation defines the correct use of the software sent to the customer. 

10.2 In the event of significant discrepancies in the user documentation, iba shall be responsible for providing additional assistance. In this case, the provisions of paragraph 11 shall also apply.

10.3 The Customer undertakes to provide iba with verifiable documents regarding the nature and occurrence of discrepancies between the use of the software and the user manual, cooperating in the detection of errors.

10.4 Unless iba has caused the loss or alteration of data through gross negligence or wilful misconduct, iba itself is not responsible for the restoration or loss of data that may be altered or lost during the use of the software or the use of storage media provided by iba.

11.1 iba shall not be held liable, in any case and regardless of the correct use of the product (or the correct application of the rules of conduct) by the Customer, in the following cases: 

• malfunctioning of software products used by the customer on PCs and hardware that are not manufactured or supplied by iba;
• erroneous assessments made by the Customer regarding the performance of its software products on PCs and hardware available to and used by it, for which the specific method of use and treatment has not been agreed in writing with iba;
• malfunctioning of software products on PCs and hardware used by the Customer, which do not use versions of Windows expressly approved by iba;
• malfunctioning of beta versions of products (hardware and software) that have been supplied to the Customer, at its request or after a relevant agreement, on a temporary basis or without time limits;
• malfunctioning of systems created by a combination and/or mixture of iba products and products from other manufacturers or suppliers;
• limited functionality of hardware and software products due to the absence of necessary peripheral components, including those supplied by third parties, or which have not been supplied or have not been supplied in a timely manner.

12.1 iba may withdraw from the Contract, pursuant to and for the purposes of Article 1456 of the Italian Civil Code, upon the occurrence of one or more of the following circumstances:

• if the Customer does not demonstrate good creditworthiness, as inferred - by way of example and without further investigation - from the absence of creditworthiness in the event of uncovered checks, unpaid bills of exchange, or failed attempts to enforce debt collection from the Customer, including for transactions in which iba is not directly involved;
• if the Customer has provided inaccurate information regarding their creditworthiness and such information is essential to iba;
• if the products, subject to retention of title, are transferred to third parties in circumstances that are extraordinary in relation to the Customer's business, in particular if they are transferred as collateral or security for obligations assumed towards third parties;
• if the Customer is insolvent towards iba with regard to the obligations assumed by signing the Contract;
• if export laws have been violated by the Customer or by its employees and/or suppliers.

12.2 If the inability to fulfill the Contract is not attributable to iba, the parties undertake to attempt to renegotiate the Contract, provided that the conditions are financially sustainable for both parties, and it will be amended by mutual agreement. 

12.3 If withdrawal from the contract is associated with the loss of the customer's rights to use the software, the customer undertakes to return the original, all copies or parts thereof, and also modified copies of programs that are associated with other software material, specifications, and other documents protected by iba's copyright, or, subject to agreement with iba, undertakes to destroy the aforementioned materials. 

12.4 Unless otherwise expressly specified by iba, the customer shall provide iba with proof of the uninstallation of the software from all hardware in its possession, under penalty of a penalty of up to 20% of the value of the license.

12.5 It is understood that, if the services covered by the Contract subsequently become impossible to perform for reasons attributable to the Customer, the Customer shall be required to reimburse iba for all resulting expenses, costs, and other direct and indirect losses, without prejudice to iba's right to claim further damages. Similarly, the Customer shall be subject to the same obligations if it renounces (by means of a notice of withdrawal, even without cause) the total or partial performance of the Contract.

13.1 Unless otherwise expressly agreed between the parties, these General Terms and Conditions apply to the software provided by iba.

13.2 iba grants the Customer a non-transferable and non-exclusive right to use the software products purchased in accordance with the provisions of this Contract.

13.3 The software provided under the Agreement contains technical features designed to prevent unlicensed use. The Customer is advised that the use of software features that require a license is only possible if the license key (USB hardware key or hardware-bound software license) provided by iba at the time of purchase has the associated activation key. In order to use the licensed software functions, the license key issued is checked by the application and must therefore always be available. The activation code is issued by iba on behalf of the end user as specified in the order and is non-transferable.

13.4 The Customer undertakes to:

• not alter, modify, or make any changes to the software provided by iba, in particular the modification or removal of trademarks, copyright, and other IP protection notices;
• not decompile, reverse engineer, or otherwise use other methods to obtain the source code;
• not reproduce the software for the purpose of transmitting and/or transferring it, even free of charge, to third parties.

13.5 The Customer has the right to transfer the software to an end user only if the license code has already been issued in that name or if iba has updated the license code in the name of the end user.

14.1 The Customer undertakes to ensure that the documents provided by iba in the performance of the Contract are used and viewed only for the purposes permitted by the Contract itself. The Customer may therefore use these documents or other data and results of operations for which iba holds the copyright, within the scope of the rights of use granted to them in writing.

14.2 The software assigned to the Customer by iba, as well as any subsequent modifications or extensions to such software, are protected by copyright law. iba reserves the rights of reproduction, publication, modification, and use associated with the copyright of the software. Any right of use other than the right of use in favor of the Customer must be negotiated separately between iba and the Customer and defined by express agreement.

14.3 iba holds all property rights and copyrights on estimates, drawings, and other documents; these shall not be made available to third parties. 

14.4 It is understood that, in the event of termination of the Contract for any reason or cause, the Customer shall promptly return the design documentation (e.g., drawings) as well as all documents relating to the products that have been circulated between the parties during the negotiation and signing of the Contract. 

15.1 The Customer undertakes not to disclose to third parties, without the express authorization of iba, the commercial and technical information acquired during the preliminary exchanges of information prior to the Contract, as well as any negotiations, and following the conclusion of the Contract itself, and also undertakes to protect and store such information securely to prevent access and misuse by unauthorized persons. The Customer guarantees iba that its employees, contractors, and other agents and collaborators in general will also comply with this provision.

16.1 Any dispute relating to the Contract governed by these General Terms and Conditions, or arising from its execution, interpretation, validity, and termination, shall be referred to the exclusive jurisdiction of the Court of Udine. 

17.1 The Customer may not assign the credit or the execution, even partial, of the Contract without the prior written authorization of iba. In the event of an authorized assignment, the Customer shall remain liable to iba for the proper performance of the contractual obligations by the assignee. 

17.2 Any tolerance by iba of the Customer's failure to fulfill the obligations assumed by signing the Contract, or part thereof, does not constitute, nor can it in any way be interpreted as, a waiver of iba's rights. 

17.3 If one or more clauses of the Contract are deemed by a court or other competent authority, or for any reason become, or are, null and void, illegitimate, unenforceable, or inapplicable, in whole or in part, the remaining clauses shall remain valid and effective for all purposes.