GENERAL

  1. APPLICATION The herein conditions apply to companies of the B2B sector, who do not use the website www.esa-automation.com for their business and excluding explicitly the direct sale to consumers, as foreseen in the law 206 of September 6, 2005, Italian Consumer Code for the protection of consumers´ rights.
  2. GENERAL INFORMATION Sales contracts signed with ESA elettronica S.p.A. imply the acceptance without reserve of the herein conditions of sales. Any agreement different from these conditions shall not be considered binding in any way, unless of course the order was explicitly accepted and confirmed in writing by ESA elettronica S.p.A. . Each and any sales agreement must be put down in writing. ESA elettronica S.p.A. shall not recognize any declarations, agreements or oral commitments of all kinds that may have been made, drawn up or agreed upon by its employees and/or representatives.
  3. OFFERS AND PRICES Offers submitted in writing by ESA elettronica S.p.A. must contain the description of the product, the relative quantity and the price per unit and shall be valid for an irrevocable period of 15 (fifteen) days from the date of their issue, unless otherwise stipulated, indicating a different period of time for a specific order. Prices mentioned in the brochures or other price lists issued by ESA elettronica S.p.A. serve just as an indication and ESA elettronica S.p.A. shall be bound only by the prices written in specific order to a certain customer.
  4. SALES AGREEMENT The sales agreement is concluded with the written acceptance by the Customer of the offer submitted in writing by ESA Elettronica S.p.A.In case the Customer sends a written order for the purchase of products manufactured by ESA Elettronica S.p.A., the sales agreement shall be made according to the following procedures: Within 5 (five) working days from the reception of the order ESA elettronica S.p.A. shall send a written order confirmation to the Customer which includes a detailed description of the products and complete information on the bank account in case a bank transfer is chosen as terms of payment. The order confirmation may differ from the original order and contain different indications for the various elements of the document, including the description of the product in question, the purchase price and delivery conditions. The sales agreement shall be considered valid after the Customer has accepted the order confirmation sent by ESA elettronica S.p.A. As acceptance the Customer must send a written acceptance of the order confirmation, expressing his agreement with the document, including any changes made with respect to the original order.
  5. CHANGES AND CANCELLATION OF ORDERS After the Buyer’s acceptance of the order confirmation ESA elettronica S.p.A. shall execute the order as agreed upon and the Buyer cannot change or cancel it. In any case, ESA elettronica S.p.A. reserves the right to accept or reject the changes or cancellation of the order which the Customer may request – depending on the state of the order execution and on the availability. Anyway, the changes and cancellation of an order must be explicitly accepted in writing by ESA elettronica S.p.A. otherwise the previously agreed upon sales contract shall remain valid.
  6. TERMS OF DELIVERY The delivery terms mentioned in the order confirmation serve only as an indication and are not binding, because they may be subject to delays for reasons not due to ESA elettronica S.p.A. With the acceptance of the order confirmation the Buyer renounces explicitly any kind of claim towards ESA elettronica S.p.A. because of delivery terms indicated in the order confirmation but not met. The Buyer therefore foregoes the right to withdraw from part of or from the entire sales agreement, to make any claims for damages or to interrupt the payment because of the delivery delay of the purchased product.
  7. PACKAGING Unless otherwise agreed in writing, packing costs are entirely at the charge of the Buyer.
  8. TERMS OF PAYMENT Normally payments shall be made by bank receipt or – only for foreign Customers – by bank transfer. In exceptional circumstances cash payments, cheques, cashier’s cheques or bank transfers may be accepted also from Customers with head office in the Italian Republic. Payments by bank transfer must be announced by transfer notice, by copy of the transfer order sent to the bank or as soon as possible by the relative CRO (Order reference code).
  9. DELIVERY, TRANSPORT & SHIPMENT Delivery conditions are ex factory ESA elettronica S.p.A. in Mariano Comense, via Padre Masciadri n.4/a/Italy. The delivery obligation of ESA elettronica S.p.A. is considered accomplished with the receipt of the merchandise by the forwarder in charge or by the Buyer himself. The delivery represents the transfer of property and therefore the merchandise shall travel at Buyer’s risk. In case ESA elettronica S.p.A. is charged with the transport the above rule remains valid. In that case transport costs include also insurance.
  10. TECHNICAL DATA & OTHER INFORMATION The information in the brochures or advertising material of ESA Elettronica S.p.A., such as technical specifications of the equipment or its components, overall dimensions, drilling dimensions, connection schemes etc. are to be considered just as descriptions and are not binding for ESA Elettronica S.p.A., it being understood that ESA elettronica S.p.A. must delivery a product with equivalent functions. Detailed and binding data may be submitted upon explicit request by the Customer. All technical data respect the tolerances accepted by the major national and international technical rules in force. Even after the order has been accepted ESA elettronica S.p.A. reserves the right to modify the product i.e. to change and/or to replace in part or as a whole the delivery of equipment or systems with products that offer equivalent or superior specifications and performance, although made with different instruments and technologies. In this case ESA elettronica S.p.A. is not obliged to inform the Buyer in advance.
  11. DELIMITATION OF THE ITEM FOR SALE ESA elettronica S.p.A. exclusively sells machinery and software with all their functions belonging to its production. ESA Elettronica S.p.A., with the acceptance of the order, does not assume any obligation to provide the Client with a specific know-how, a production technology or other application or adaptation related to the activity that the Client aims to carry out on such machines and software, unless expressly accepted with a written agreement.
  12. CLAIMS Any complaints referring to incomplete deliveries must be sent in writing to ESA elettronica S.p.A. within 15 (fifteen) days from the reception of the goods, otherwise the complaint shall not be taken into consideration.
  13. RETURNED GOODS Any return of equipment must be previously discussed and explicitly authorized in writing by ESA elettronica S.p.A. However, the acceptance of returned goods requested for reasons not due to the manufacturer depends entirely on the manufacturer’s decision; the product in question must in any case be fully paid for and must be packed in the original packaging. Expenses incurred by the return, such as transport and logistic costs, costs for warehouse, administration, handling and similar are at the Buyer’s charge and must be settled entirely and within the deadline established by ESA elettronica S.p.A.
  14. GUARANTEE Before shipping any goods, they undergo strict controls and are guaranteed to be free from manufacturing or material defects. ESA elettronica S.p.A. commits itself to replace any equipment or component that shows manufacturing defects within 18 (eighteen) months after the registration date stamped on the relative plate exception made for erroneous use by the Buyer. However, the defects must be reported in writing within the guarantee period. The guarantee shall not apply for equipment that has been mishandled or that deteriorated for reasons not due to ESA elettronica S.p.A. or for equipment that has been used for applications in contrast with or not compatible with the applications and regulations in general and/or mentioned in our technical documentation. Since the assembly, supplementary work, electrical connections and start-up of equipment and systems are carried out by the Customer our guarantee covers only the single product delivered by ESA elettronica S.p.A. but not the entire system or installation.
    Any modification of the original product as sold by ESA elettronica S.p.A. or of any installation not foreseen in the enclosed manual means that the approval signs and the guarantee will not longer be valid. Therefore ESA elettronica S.p.A. declines any responsibility for products that have been modified or for installations not foreseen in the manual. The Buyer explicitly exonerates ESA elettronica S.p.A. from any compensation for property damages or other direct or indirect damages, including loss of profits, that may be caused by erroneous usage of the equipment delivered by ESA elettronica S.p.A. This applies also to cases where the said equipment has been replaced or repaired free-of-charge. The Buyer foregoes explicitly any relative claims towards ESA Elettronica S.p.A.
    Under no circumstances ESA elettronica S.p.A. will be held liable for any damages of any kind, direct or indirect, incidental, special or consequential, whether under contract or out of contract, arising from the activation or use of the services offered by ESA elettronica S.p.A. and/or interruption of operation of the same.
    ESA elettronica S.p.A. cannot be held responsible for failure to fulfil its obligations arising from causes beyond its control or due to force majeure.
    Under no circumstances ESA elettronica S.p.A. will be held liable for the malfunctioning of services arising from responsibilities of telephone and power lines as well as national and global networks.
    The Customer agrees not to hold ESA elettronica S.p.A. responsible in the event of losses or damage of any kind resulting from loss of data, inability to access the Internet, inability to transmit or receive information, caused by, or resulting from, delays, cancelled transmissions or service interruptions.
    No compensation will be requested from ESA elettronica S.p.A. for any direct and/or indirect damage caused by the use or non-use of the services.
  15. REPAIRS If you want to use our repair service, please phone Customer Care, tel. +39 031 757420 / 22 or contact our e-mail address support [at] esa-automation.com , indicating the code number, the serial number of the product and of course the defect. In those countries where ESA elettronica S.p.A. has subsidiary companies, please contact them. Otherwise you can use the RMA request form which you can find on our website www.esa-automation.com in the page Contact us. Our Customer Care shall send you an authorization for the return of the product, together with a RMA number which must be written on the dispatch note. It is up to ESA elettronica S.p.A. to decide whether to accept or to return to sender any product sent without RMA authorization. If you are not a direct customer the return of the product shall be carried out through the distributor. The forwarding costs to ESA elettronica S.p.A. are always at the customer’s charge, whereas in case of repairs carried out under guarantee the forwarding costs back to the customer shall be paid by ESA Elettronica S.p.A., in all other cases they are at the customer’s charge.
    If ESA elettronica S.p.A. should not detect any defect the cost of testing and checking (also for equipment under guarantee) shall be at the customer’s charge and it varies according to the type of product. The same applies to products no longer under guarantee for which the customer rejects repair because of the estimated costs. The standard period for the payment of repairs is 30 (thirty) days from the date of the bill. Products returned to the manufacturer for repair shall be under guarantee for 12 (twelve) months, covering only the replaced parts, starting on the day of the repair; the limits of guarantee are those mentioned in art. 13.
  16. LAWS & REGULATIONS The herein sales conditions cancel and replace any previous conditions and may be changed anytime. Everything not mentioned in this document is ruled by the laws of the Italian Civil Code and the special regulations applicable to this subject.
    In accordance with art. 1341 and 1342 of the Italian Civil Code the Buyer declares explicitly to accept the following clauses: no. 2 (implicit acceptance of the General Conditions of Sales); no. 3 (limited validity of offers and prices); no. 5 (cancellations and modifications of orders); no. 6 (waiver of any claim for delayed delivery); no. 9 (delivery and transfer of property); no. 10 (approximate values and right to modify the product); no. 12 (time limits for claims); no. 13 (conditions for returns); no. 14 (limits of guarantee and waiver of damages); no. 15 (conditions for repairs).

A. INTEGRATING NOTES TO THE SOFTWARE OFFER

Art. A1 – Software Application

The Software Application developed by ESA elettronica S.p.A. is delivered to the customer in original executable format without the design of the developed Software Application.
Unless agreed otherwise in writing between the parties, the customer does not have any exclusivity rights to the Software Application developed by ESA elettronica S.p.A.

Art. A2 – Software Application Invoicing

The Software Application developed by ESA elettronica S.p.A. will be invoiced at the end of the month of delivery to the customer.

Art. A3 – Testing Activity

The Software Application Development activity offered by ESA elettronica S.p.A. does not include testing the customer-owned machine.
The customer is required to, if he so deems it necessary, to preventively ask ESA elettronica S.p.A. to conduct the machine testing activity.
If the customer expressly requests testing, the price will be determined on an actual cost basis, based on the hourly rate stated in the offer, unless agreed otherwise between ESA elettronica S.p.A. and the customer.

Art. A4 – Testing hours Report

All of the testing activities are documented by ESA elettronica S.p.A.’s Project and Application (P&A) department by filling out specific Daily reports, TECHNICAL ACTIVITY REPORT (COM P07) or TECHNICAL ASSISTANCE REPORT (COM P08), which, once they have been prepared, will be sent to the customer for approval.
The sent Report must be signed for acceptance by the customer and sent back, signed, to ESA elettronica S.p.A.
ESA elettronica S.p.A. will, in any case, consider the Daily report as accepted by the customer after 3 (three) business days have elapsed since sending it without receiving any notification or objection from the customer.

Art. A5 – Testing activity Invoicing

The testing activities are invoiced at the end of the month that they are conducted.
If testing does not finish on the same month that it starts, the cost will be invoiced nonetheless, according to the progress of the work, at the end of the relative month.

Art. A6 – Machine and processing parameters and exemption from responsibility

At the end of testing, whether it is conducted by the customer himself or by ESA elettronica S.p.A., the customer is responsible for filing a copy of the Software Application with the aforementioned machine and processing parameters, as regulated in the testing phase, i.e. as available only on the hardware installed on the customer’s machine.
ESA elettronica S.p.A. is exempted from any other responsibility for direct and/or indirect damage, suffered by the customer and/or third parties as a consequence of the incorrect entry and/or storage and/or loading of machine or processing parameters.
ESA elettronica S.p.A. will also not be held liable for the damage described above when the machine and processing parameters have been provided to ESA elettronica S.p.A. by the customer.

Art. A7 – Software Application User Manual

ESA elettronica S.p.A. does not provide a user manual for the developed software application, unless it is preventively and expressly requested by the customer.
The User Manual for the software application is therefore always excluded from the price stated in the offer referring to the development of the Software Application.
If the User Manual is expressly requested, an estimate of the price will be given to the customer through a due offer.
The User Manual is prepared according to ESA elettronica S.p.A.’s standard layout, in PDF format and exclusively in Italian.
Any customisation to the manual, including translations into foreign languages, must be requested in advance by the customer. Customisation will be prepared in a separate estimate.

B. INTEGRATING NOTES TO THE HARDWARE OFFER

Art. B1 – Technical Installation Manual

ESA elettronica S.p.A. provides the customer with the Technical Installation Manual of the hardware solution in PDF electronic format.
With the supply of modular hardware, ESA elettronica S.p.A. provides the customer with the data sheets and the manuals in PDF electronic format of the individual cards (I/O, Axes, etc…) that comprise the supplied product.
The Technical Installation Manual of the individual or modular hardware solution is prepared according to ESA elettronica S.p.A.’s standard layout and exclusively in Italian.
Any customisation to the manual, including translations into foreign languages, must be requested in advance by the customer. Customisation will be prepared in a separate estimate.

Art. B2 – Software Licenses

The software licenses of the operating system and other commercial applications used for the operation of the product supplied by ESA elettronica S.p.A., when applicable, are comprised of labels with bar codes applied to the back of the products.
Any back-up or restoring supports (Usb Pen Drive, Cd Rom, etc…) are not included in the sales price stated in the offer.
ESA elettronica S.p.A. can provide the supports in question on specific customer request and will have a separate estimate.
The restore image refers to the latest version of the software application developed by ESA elettronica S.p.A. and is the one found on the hardware device at the time of shipping it to the customer.
At the end of testing, whether it is conducted by the customer himself or by ESA elettronica S.p.A., the customer is responsible for filing a copy of the Software Application with the aforementioned machine and processing parameters, as regulated in the testing phase, i.e. as available only on the hardware installed on the customer’s machine.

Art. B3 – Software Application Installation

The customer is responsible for asking ESA elettronica S.p.A. to install the Software Application on the hardware.
When asked to do so, ESA elettronica S.p.A. will install the most recent version of the Software Application in its possession, namely the one that will be delivered, and not the one tested on the hardware installed on the customer-owned machine.
The customer is responsible for keeping a copy of the Software Application delivered with the aforementioned machine and processing parameters, as regulated in the testing phase.
Pre-installation of the Software Application does not include the machine and processing parameters, which must be entered and possibly updated by the customer, at the time of machine testing.
ESA elettronica S.p.A. is exempted from any other responsibility for direct and/or indirect damage, suffered by the customer and/or third parties as a consequence of the incorrect entry and/or storage and/or loading of machine or processing parameters.
ESA elettronica S.p.A. will also not be held liable for the damage described above when the machine and processing parameters have been provided to ESA elettronica S.p.A. by the customer.