These conditions govern the contractual relationship between Wittmann Digital S.r.l. (Tax ID Code/VAT reg. no. 03600660124), with registered office at Via San Solutore 98/C, 21047 Saronno (VA), hereinafter also referred to as "Wittmann Digital", and the Customer, hereinafter also referred to as the "Customer", also referred to jointly as the "Parties".
These General Terms and Conditions concern the supply of licensed software, online services, support services and hardware products and govern the contractual relationship between Wittmann Digital and the Customer; they supersede any other agreement reached by the Parties, except for any exceptions, which must necessarily be agreed in writing. These General Terms and Conditions of Sale are current as of 01/07/2022 and Wittmann Digital reserves the right to unilaterally change these General Terms and Conditions of Sale at its own discretion.
The following is excluded from delivery unless expressly provided for in the contract:
The Customer shall independently check with its suppliers, that they have digital communication enablement modules, such as, but not limited to, Euromap63, Euromap77, OPC-UA, etc., as the installation of these will not be taken care of by Wittmann Digital. In the event of failure to do so, Wittmann Digital cannot be held liable in any way for failure to connect hardware equipment and failure of the system to function.
Acceptance by the Customer of the offer or confirmation of the order by Wittmann Digital, in whatever manner effected, will give rise to the contractual obligation and, therefore, the application of the present General Terms and Conditions of Sale. Offers made by agents, representatives and commercial auxiliaries of Wittmann Digital are not binding on Wittmann Digital until confirmed in writing by Wittmann Digital itself.
Offers of sale made by Wittmann Digital will be valid for 30 calendar days from the sending of same, unless otherwise stated in the text of the offer.
Sales offers do not include in any case: the supply of manuals, training courses, start-up assistance, and other similar services, unless these services are expressly included in the offer itself.
Wittmann Digital reserves the right to change the construction details of its products at any time in order to improve their performance or to adapt them to new technical or commercial requirements, subject to prior written notice to the Customer in the event of substantial changes (by way of example but not limited to, changes affecting installation methods, special technical characteristics, etc.).
The sales prices are included in the offer and will remain unchanged for the period of validity of the offer only, within the terms of Art. 3 these conditions, after which they will be adjusted if necessary. The prices of the services and subscription fees indicated may be subject to change. In this case, Wittmann Digital will promptly inform the Customer, who will be entitled to withdraw from the contract in accordance with Art. 12 of these general terms and conditions.
Payments for the delivered products and the associated annual licence fees, maintenance, and ongoing support will be made exclusively in accordance with the information contained in the sales offer or order confirmation. Any payments made to agents, representatives or commercial auxiliaries of Wittmann Digital will not be deemed valid, and therefore will not release the Customer from its obligation, until the relevant sums are received by Wittmann Digital itself.
Unless otherwise agreed, payments will be made in euros.
Prices expressed in currencies other than the euro may vary in relation to fluctuations in the relevant exchange rate.
In the event that payments are not made within the agreed time, from the day following the expiry of the deadline for payment, without the need for a default notice, Wittmann Digital will apply the provisions of Legislative Decree 231/2002 concerning interest on arrears, and will be entitled to opt for the following remedies:
(a) suspension agreed supplies and services;
(b) variation of the terms of payment and discount for subsequent deliveries;
(c) termination of the contract unless the other party remedies its non-performance within 20 days after receipt of a written notice from Wittmann Digital evidencing non-payment or irregular payment.
In the event of termination of contract, Wittmann Digital will be expressly authorised to discontinue the goodwill and any services provided under subscription or licence, and will demand the immediate return of the contract goods.
In the event of delay in payment, any sum owed to Wittmann Digital for any reason whatsoever will become immediately due and payable.
The Customer will be obliged to pay the price of the products in full, even if exceptions, disputes or controversies arise. The Customer waives in advance any right to request set-off against any receivables, however arising, from Wittmann Digital, unless otherwise agreed in writing between the Parties.
In the event of non-payment or default by the Customer, Wittmann Digital reserves the right to claim compensation for any further damage, as well as reimbursement of any costs or expenses incurred in the recovery of its credit, including legal fees.
The products subject to the present general terms and conditions of sale remain the property of Wittmann Digital until full payment of the price and ancillary items, while the risks relating to the products themselves are transferred to the Customer when the goods are dispatched. The risks are borne by the customer) The customer will therefore be the custodian of the contract goods until full payment. In the event of hire or hire purchase, the products shall remain the property of Wittmann Digital unless otherwise specified in the hire contract and, in any case, until payment of a balance invoice confirming the transfer of ownership.
This Article does not apply to assets licensed for use whose ownership remains with Wittmann Digital.
Goods are shipped by Wittmann Digital via its own insured carrier, unless otherwise expressly agreed in the offer or order confirmation. Shipping costs are borne entirely by the Customer.
The delivery of the Products shall be deemed Ex-Carrier (FCA Incoterms 2010) even if the shipment is handled by Wittmann Digital. The risks relating to the goods pass to the Customer when the products are handed over to the carrier.
Delivery times are only indicative and are calculated in working days; therefore, any liability of Wittmann Digital for any damage resulting from early or late delivery, in whole or in part, is excluded.
If, for reasons not attributable to Wittmann Digital, the Customer or the carrier designated by the Customer fails to take delivery of the products, Wittmann Digital, upon notice to the Customer, may store the products and charge the Customer for any related costs incurred. Storage costs are 1% of the value of the goods per day of storage.
Wittmann Digital will not be liable for any failure to fulfil its contractual obligations on time 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 Customer, including failure to provide information and approvals necessary for Wittmann Digital to proceed with its work and the subsequent delivery of the products;
c) non-compliance with the payment terms by the Customer as stipulated;
In the event of the occurrence of one of the cases referred to under a), Wittmann Digital will notify the Customer of the possible delay and the new delivery date. If the delay on the part of Wittmann Digital is caused by actions or omissions on the part of the Customer under b) and c), or by the specific work of other contractors or suppliers of the Customer, without prejudice to the provisions ofArt. 6 these general terms and conditions regarding termination of the contract, Wittmann Digital will also be entitled to fair compensation for the delay.
Wittmann Digital products comply with current European legislation and technical standards. Consequently and under its sole liability, the Customer assumes responsibility for verifying any discrepancies that may exist between European standards and those of the country of destination of the products.
Wittmann Digital guarantees the performance of its products only and exclusively in relation to the uses, destinations, applications, tolerances, etc. expressly indicated by it in the printed and digital user manuals.
The start-up of the system and/or product is at the expense and charge of the Customer. Only in the event that start-up is expressly included and quoted in the offer or order confirmation, only the travel and accommodation expenses of Wittmann Digital personnel will be invoiced separately. Wittmann Digital and the Customer will agree in writing on the terms for the start-up. If, for reasons beyond Wittmann Digital's control, it should not be possible to commence or complete the start-up within the agreed time limit, Wittmann Digital will be entitled to claim reimbursement of any further expenses necessary for the completion of the start-up, without prejudice to compensation for any damage suffered.
The Customer, with the conclusion of the contract in the form set out at Art. 2 of the present general terms and conditions, undertakes to set up access to a "VPN" network, which Wittmann Digital will use to perform functions directly related to the execution of the contract, such as but not limited to: remote control of systems for the purpose of assistance and monitoring, data communication, and so on.
If the Customer does not grant access to the "VPN" network, Wittmann Digital hereby declares that it will not be able to perform support activities, remote troubleshooting, updates, etc., and that nothing will be charged to it for software malfunctions, loss of data, or other related problems.
A 'Trial' is defined as a trial period in which Wittmann Digital grants both hardware and software products to the Customer. Products are understood to be available to the Customer for a period of 3 months from the date of shipment, unless otherwise stated in the contract. At the end of the period, the Customer shall be obliged to return the goods delivered for viewing. If this is not done, Wittmann Digital reserves the right to charge the Customer for the cost of the goods contained in the 'Trial' offer. The Customer shall be entitled to keep the goods, once the trial period has expired, only if it enters into a supply contract for the same goods and services.
(a) receive updates and new features on licensed and subscription products;
c) extend the system (e.g. connect new machinery, extend the sensor network, purchase additional packages);
(d) have access to digital training material.
The ongoing support fee (PAC) will be active from the moment of dispatch; billing is calculated from the month following dispatch as 15% of the value of the software and licences included in the offer and will be renewed year by year.
Invoicing of the fee is based on the month of January of each year. For the first year, only the months following activation of the service will be counted for billing purposes, until the end of the current year. After that, the fee will be renewed and billed in January of each subsequent year.
PACs and services, as set out at Art. 5 of these general terms and conditions, may be subject to price adjustments, which will be communicated in writing, promptly, and in any event at least 45 days before the annual expiry of the service.
If the Customer decides to exercise the right to withdraw from a service or subscription licence in the manner provided for in Art. 13 these general terms and conditions, it will no longer be entitled to use the service. The Customer therefore expressly authorises Wittmann Digital to discontinue the relevant service or subscription. However, some services are provided at an hourly rate that will be communicated to the Customer upon request. Finally, it should be noted that what is defined in points a) and c) of this article will no longer be available, except by signing a new contract on the terms and conditions offered by Wittmann Digital.
The Customer may exercise the right of withdrawal in respect of subscription services and licences. Such notice must be received by registered post or by certified email (PEC) at ICEflex@cgn.legalmail.it at least 30 calendar days before the expiry date of the contract. Otherwise, it will be deemed renewed for another year, and so on from year to year, and the Customer shall be obliged to pay the fees and services included therein.
Wittmann Digital warns the Customer that the goods sold and supplied under licence are the exclusive property of Wittmann Digital.
In the event of any claims by third parties, the Customer shall promptly notify Wittmann Digital and provide it with all information and assistance necessary to contest the claim.
The above will not apply to all products manufactured according to plans, drawings, instructions and/or technical specifications provided by the Customer, for which Wittmann Digital assumes no liability for any infringement of industrial property rights by third parties for which the Customer shall be solely responsible.
Wittmann Digital guarantees that the products supplied correspond in quality and type to what is stipulated in the contract and that they are free from defects that might render them unfit for their intended use. The guarantee does not cover defects due to normal wear and tear of the products.
The guarantee is valid for 12 months from the date of shipment.
The aforementioned guarantee is operative on condition that the products have been correctly used in accordance with the instructions in the technical data sheets provided by Wittmann Digital, that no repairs, modifications or alterations have been carried out without Wittmann Digital's prior written authorisation, and that the defects found have not been caused by chemical or electrical agents.
The Customer shall carefully inspect the goods received and notify Wittmann Digital in writing and in detail within 8 days from the date of delivery of any defects found. In the event that the Customer fails to make the above notification, the products shall be deemed definitively accepted and in conformity with the terms of the contract, without prejudice to the right, which may be exercised within and no later than 1 year from delivery, to assert any non-apparent defects, provided that the relative notification is made within 8 days of their discovery. The Customer undertakes to allow Wittmann Digital all reasonable checks and interventions necessary for the replacement or repair of defective products.
Defective products or goods must be returned to Wittmann Digital with shipment at the Customer's expense, in accordance with the instructions established by Wittmann Digital, which will become the exclusive owner of the same.
In the event that the defects found on the products are not the responsibility of Wittmann Digital, the costs of repair and replacement of the products will be charged and invoiced to the Customer. The guarantee referred to in this article supersedes any guarantee or provision established by law on the subject, except for mandatory provisions.
These general terms and conditions outline the entire scope of Wittmann Digital's liability, to the exclusion of all other guarantees, except as expressly provided for by mandatory statutory provisions.
It is understood that under no circumstances will Wittmann Digital be liable for loss of earnings, loss of profit or for any indirect or consequential damage suffered by the Customer as a result of a fact, act or omission attributable to Wittmann Digital.
The Customer undertakes to
The above provisions do not apply to information that:
This is without prejudice to further confidentiality agreements signed between the Customer and Wittmann Digital.
Assignment by the Customer of rights or obligations arising from the contract without the prior written consent of Wittmann Digital shall be deemed null and void. Wittmann Digital shall be entitled, at any time, to assign the claims arising from the contract to third parties, after having notified the Customer in writing.
These conditions shall continue to apply for those parts not expressly derogated.
Should one or more clauses of these General Terms and Conditions be wholly or partially invalid, this will 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.
These General Terms and Conditions and the related supply contracts will be regulated exclusively by Italian law. For any dispute relating to or in any case connected with the contracts to which these General Terms and Conditions apply, the court of Busto Arsizio shall have exclusive jurisdiction.