GENERAL TERMS AND CONDITIONS OF SUPPLY

ORDER

The Customer may communicate the acceptance of an offer or a quote by sending Centro Ceramico a copy of the same, duly stamped and signed where required, or by sending an e-mail to the purchase order.

Centro Ceramico only accepts purchase orders expressed in Euros.

SAMPLING, EXECUTION AND TEST RESULTS

Unless otherwise indicated, any sampling and delivery of samples to the laboratories of the Ceramic Centre will be the responsibility of the Customer. The Customer undertakes to provide the Ceramic Centre with all the information and indications necessary for the identification of the samples delivered and, for on-site tests, the indication for the area of investigation before the start of the works. The documentation and information that the Customer will provide to Centro Ceramico must be complete and truthful and, in this sense, will be considered, except as set out below.

If necessary, the Customer may request the Centro Ceramico to also take care of the sampling, preparation of the samples and/or delivery of the samples, subject to agreement on the applicable rates.

In the event of inadequacy or insufficiency of the samples delivered, the Customer undertakes to promptly provide for the replacement and/or integration of the same, unless otherwise agreed between the parties that may occur exclusively for the tests to be carried out in the laboratory. Centro Ceramico declines all responsibility for non-performance or late performance of the Service due to negligence or inertia on the part of the Customer.

The Customer is therefore solely responsible for the completeness of the samples. The Centro Ceramico is only responsible for the accuracy of the research results, not also for the samples themselves used as the basis of the research.

Unless otherwise specified in writing by the Customer before the start of the Service, Centro Ceramico will decide on the regulations to be applied for the execution of the tests. The Ceramic Centre guarantees the execution of tests in situ with suitable equipment and specialised and state-of-the-art personnel. Unless otherwise indicated, the test report shall take into account the current year of publication of the standards.

Unless otherwise agreed in writing between the Parties to be communicated at the time of delivery of the samples, Centro Ceramico will not return the samples to the Customer at the end of the tests. The samples tested, and the untested ones of the same batch, will be kept for a period of 1 (one) month, unless different times are required for legal obligations or right of defense in the event of litigation. The one-month period starts from the date of conclusion of the activity for the Customer which coincides with the delivery of the results, the test report or the technical report; at the end of the storage period, unless otherwise agreed, Centro Ceramico will proceed, at its own expense, to destroy the samples. Registration documents relating to the tests carried out, unless otherwise agreed, will be kept for a period of 10 years; after this period they will be destroyed.

With reference to the test reports, it should be noted that their issue to the Customer may be subject to the balance of the related charges and fees. The test reports are sent to the Customer in electronic format (PDF) but where explicitly requested, the original paper copy can be sent at an additional cost of Euro 7.00.

The test reports relating to the execution of accredited tests are issued with the Accredia logo but it is the Customer’s right to request in writing the non-affixing of this logo.

With reference to the test results, the indication of the extended uncertainty value (where applicable) and compliance with reference specifications (where applicable) within the test report must be requested in writing by the Customer. In the face of any other type of request, the laboratory has the right to decide whether to specify these values in the test report. If the customer requests it, Centro Ceramico uses the shared risk criterion as the standard criterion for the declaration of conformity.

OBLIGATIONS OF THE CERAMIC CENTRE

The following obligations and charges are borne by the Centro Ceramico:

  • the use of competent and specialized manpower/personnel for the execution of services and activities;
  • the use of its means, materials and technical equipment necessary for the performance of the services and activities, unless otherwise agreed with the Customer;
  • the exercise of organisational, managerial and disciplinary power over the workers used in the contract;
  • the hiring, use and regular payment, remuneration, contribution and insurance, of its employees;
  • compliance with the law and employment contracts, the regularity of the contribution and insurance position with social security and insurance institutions;
  • the execution of all phases of the service in compliance with the protection and safety regulations in accordance with the provisions of the relevant law;
  • the assumption of responsibility for any damage caused to its employees, third parties or property, due to its own faults and those of its employees;
  • the stipulation of an insurance policy for civil and criminal liability towards third parties.

OBLIGATIONS OF THE CUSTOMER

The following obligations and charges are borne by the Customer:

  • the payment of the fees relating to the Service within the agreed terms;
  • the payment of VAT amounts on the agreed considerations;
  • the guarantee that, during the period of the Service, the personnel appointed by the Centro Ceramico have access to the premises identified for the performance of the Service;
  • in order to allow the exact and punctual fulfilment of the Service, the timely provision of means, samples, services, information and any support personnel necessary for the full performance of the activities.

OBLIGATION OF CONFIDENTIALITY

Centro Ceramico and the Customer mutually undertake to observe an obligation of confidentiality with regard to information and documents of a confidential nature of which they have become aware or which have been communicated to it by the other party in execution of this contract.

All data and information that Centro Ceramico may become aware of in the performance of this assignment must be considered the exclusive property of the Customer, treated as strictly confidential and may not be used and/or disclosed by the same without the prior written consent of the Customer.

The party communicating confidential information to the other party must expressly indicate this wording at the time of transmission (e.g. by indicating “confidential” in the subject line of the email). The receiving party undertakes for itself and its staff to make use of confidential information exclusively for the performance of the activities covered by the Service and not to disclose the same to third parties, unless otherwise agreed between the Parties.

SAFETY

In order to guarantee the health and safety of the staff of the Centro Ceramico who may work at the Customer’s premises (or at the places explicitly indicated by the Customer), in compliance with the provisions of Legislative Decree 81/2008, the Customer must communicate the following information in advance and in writing to the Centro Ceramico:

  • any risks to the safety and health of the staff of the Centro Ceramico who may work at the Customer’s premises or at the places explicitly indicated by him/her;
  • the prevention and protection measures and personal protective equipment necessary to deal with the risks indicated above;
  • company procedures relating to fire prevention and firefighting, evacuation of workers in the event of serious and immediate danger, rescue, first aid and in any case emergency management.

In the event of a change in the possible risks for the staff of the Ceramic Centre, the Customer must update the information previously provided with any new risks and the consequent prevention and protection measures.

The staff of the Ceramic Centre, where required to work at the Customer’s premises, will be required to strictly observe the Customer’s safety regulations, unless they are in contrast with the provisions of the law.

WARRANTY AND LIMITATION OF LIABILITY

Centro Ceramico undertakes to perform the Service using the professional diligence required by the nature of the activity carried out. Investigations and tests are carried out with the technologies and methodologies available and generally used by the Ceramic Centre. The reports and test reports are prepared and prepared according to the reference accuracy standards in the sector. The Customer is required to carefully evaluate the data contained therein in order to rely, in any case at his own risk, on them. Centro Ceramico is solely responsible for the correctness of the analysis carried out on the basis of the data/samples provided by the Customer, while it remains the sole responsibility of the Customer to assess the completeness and adequacy of the samples provided. Notwithstanding the above, the guarantee of results lasts six months from the date of delivery of the test reports, unless otherwise agreed between the Parties.

Centro Ceramico, together with its employees, collaborators, representatives, administrators, directors and consultants, are solely and exclusively liable, except in cases of wilful misconduct and gross negligence, for proven, direct and immediate damage caused by the breach of its contractual obligations. Centro Ceramico’s liability for claims or series of related claims in relation to its services is limited to the lesser of (i) the direct and immediate damage caused by Centro Ceramico’s breach of its obligations under these terms and conditions in relation to the performance of a Service and (ii) ten times the economic amount received by Centro Ceramico in relation to the performance of a Service with a maximum of one hundred and fifty thousand Euros (€ 150,000.00) per net of taxes. This amount is considered satisfactory by the Parties as of now.

The Customer undertakes to indemnify and hold harmless Centro Ceramico, together with its employees, collaborators, representatives, administrators, directors and consultants, from claims that are brought against the Customer or Centro Ceramico by third parties for damages and/or expenses of any type and nature in any way connected with the performance of the Service entrusted to Centro Ceramico by the Customer.

Under no circumstances will Centro Ceramico be liable to the Customer or to third parties, for any reason, for damages caused by slight negligence and/or indirect damages, damages resulting from loss of use or downtime, damages from loss of profits, damage to image, damages from loss of opportunities, etc.

If the delivery of the reports and/or test reports is not refused and/or the Customer does not inform Centro Ceramico with a complaint or formal complaint within the warranty period, the Customer may no longer refuse the Service and the same will be deemed accepted by the Customer in all its parts. In the event of a validly submitted complaint based on a defect in the quality or manner of carrying out the Service, Centro Ceramico will perform the same Service as the disputed one, or a part of it, at no cost to the Customer, to the effect of further claims and objections by the Customer. In the event that Centro Ceramico is unable to provide the Service, it is entitled to propose a refund for the missing, impartial or incorrect Service. In this case, the parties undertake to reach an amicable solution to the dispute, in good faith.

FORCE MAJEURE

Centro Ceramico is not liable for non-compliance or delay caused by extraordinary and unforeseeable events or circumstances, as well as events outside the sphere of action of Centro Ceramico, including cases occurring due to changes in laws, regulations or government orders.

In such cases, the Ceramic Centre will promptly notify the Customer of the force majeure event, with a commitment to resume activities at the end of the interruption event.

PROHIBITION OF ASSIGNMENT AND SUBCONTRACTING

Except as indicated in art. 3 of the proposal, Centro Ceramico may not subcontract, in whole or in part, the services and/or activities assigned or, in any case, may not assign to others the obligations referred to in the orders issued by the Customer, without the written consent of the Customer; otherwise, the latter will have the right to unilaterally terminate the contract, with the right to compensation for any damage suffered.

The Service covered by the contract may not be modified or reduced by Centro Ceramico without the express consent of the Customer.

PRIVACY

The Parties may process their respective personal data, in full compliance with European Regulation no. 679/2016 (“GDPR”), to execute this contract and for legal purposes.

PROPERTIES OF THE RESULTS

The results obtained in the execution of the Service will be the property of the Customer, who may dispose of them fully and freely, without prejudice to his full and exclusive responsibility in this regard. In this regard, the Customer undertakes to indemnify and hold harmless Centro Ceramico from and against any and all disputes and/or claims, however understood, that may arise from the use of the results by the Customer.

The Customer hereby authorises Centro Ceramico to use the results of the Service freely and free of charge, exclusively for internal use.

Centro Ceramico has the right to keep a copy in its archives, undertaking not to provide it to third parties without the written consent of the Customer.

The concepts, ideas, know-how or techniques used for the implementation of the Service, which have been developed by the staff of the Ceramic Centre, remain the property of the Ceramic Centre.

RECESS

The parties may withdraw from each commercial agreement with at least 30 days’ notice to be sent in writing.

In the event of termination of the relationship for any reason, the Customer will be required to reimburse any expenses incurred and documented by Centro Ceramico and to pay the fee due for the work carried out up to the date of termination of the relationship.

BREACH

In the event of non-compliance by Centro Ceramico with the obligations set out in this contract, the Customer will send a specific warning to comply, assigning Centro Ceramico a deadline of at least 15 days to fulfil its obligations.

This term will run from the date of notification of the notice.

If this term has elapsed, Centro Ceramico will be ordered to immediately interrupt the Service, except in cases of proven force majeure, not dependent on Centro Ceramico, without prejudice to the automatic termination of the contract pursuant to art. 1456 of the Italian Civil Code, in the following cases of repeated non-compliance:

  • failure to perform the Service and/or activities for more than five days, even if not consecutive;
  • incorrect or inappropriate behaviour of the staff of the Centro Ceramico;
  • failure to comply with the agreed timetables regarding the Service;
  • failure to deliver the required documentation.

Also in these cases, Centro Ceramico is entitled only and exclusively to the consideration for the activity carried out up to the date of termination of the relationship.

EXCLUSIONS

All activities not explicitly described in this document and which may be listed in separate offers are excluded from these terms and conditions.

AMENDMENTS, ADDITIONS AND OTHER AGREEMENTS                                            

Any amendment or addition to this agreement must be agreed between the Parties and result from a specific written deed.

APPLICABLE LAW AND JURISDICTION

The law applicable to Centro Ceramico’s contractual proposal, of which these General Terms and Conditions of Sale form an integral part, is Italian law. All disputes arising from the contractual proposal, once duly accepted, including those relating to its validity, execution and termination, will be referred to the Ordinary Judicial Authority.

The parties recognize that the Court of Modena has exclusive jurisdiction.