Air System General Conditions

Foreword
This General Conditions are applicable to every proposal, order, acceptance and contract, to any document connected, drafted and concluded by Air System Srl, having its seat in via Sanguettara, n. 15 / a, 35018 San Martino di Lupari (Padua), Italy, registered at the Chamber of Commerce of Padua with the number 04090210289, tax code and VAT no. 04090210289 (hereinafter Air System).
In case of discrepancy between these General Conditions and the special conditions reported in the Contract, the Contract shall however prevail.

Formation of the Contract
By sending the Air System Proposal duly completed and signed to Air System, the Client places an Order.
The Contract between the Parties is valid and effective upon the Client receipt of the Acceptance of the Order by Air System.

Purpose
Air System shall supply and install the plants, machines, technologies (hereinafter the Products) indicated in the Contract and in the attachments. Anything not explicitly indicated in the Contract and in the Attachments is to be considered excluded.
Any product, work or performance not mentioned in the Contract and in the Attachments shall be the subject of a separate technical and economic agreement.
The following items are an integral and essential part of the Contract, when mentioned in it and attached to it:
1. Project and technical specifications of the plant and of every other Product;
2. Civil and structural works necessary for the installation and operation of the plant;
The documents mentioned in this article are written in Italian or English; these languages are the only binding and authentic. Any translation provided in a third language, also by Air System, will be considered a mere courtesy;Air System is in not way liable for these translations, neither for the correspondence to the original in Italian and English nor for their technical adequacy.

Optional services
If provided in the Contract, Air System can provide the Client with:
1. Instructions and training for the personnel indicated by the Client for the use of the plant and the Products; instructions and training will be provided in oral and written form (delivery of training and informative material) in Italian or English depending on which language is most appropriate in the specific case.
2. Technical advice to the cultivation to the personnel indicated by the Client, in Italian or English depending on which language is most appropriate in the specific case.
The Italian and English languages are the only binding and authentic. Any translation or interpretation provided in a third language, also by Air System, will be considered a mere courtesy;Air System is in not way liable for these translations, neither for the correspondence to the originals in Italian and English nor for their technical adequacy.
The seat, procedures and any specifications regarding the supply of education and training are indicated in the Contract and in its Attachments.

Delivery of the Products
The delivery terms are indicated in the Contract. These terms must be considered approximate and not essential.
Air System sends the Client a written notice of the effective date of delivery of the Products, following their production.
Any delay of delivery and of installation due to missed or delayed communication of data, specifications and information by the Client requested by Air System for the duly performance of its services will not be attributable to Air System. Every day of delay in the communication of said data, specifications and information will cause the postponement of delivery terms for the same number of days.
In the case, following the conclusion of the Contract, the Client asks for changes in the characteristics or type of Products or installation that entails a variation in the delivery terms originally agreed, Air System will communicate in writing to the Client the new delivery term. Requests for changes received in writing only will be considered binding. The terms of installation will be consequently postponed.
If the Client asks for a postponement of the originally agreed delivery terms or installation terms following the conclusion of the Contract, Air System will inform the Client in writing of the new delivery term or installation term.
Requests for changes received in writing only will be considered binding. Changes to the delivery terms and installation terms due to the Client's requests will not entail the modification of the payment terms originally agreed.

Delivery in the European Union
Unless otherwise indicated in the Proposal, the Products will be delivered EXW (Incoterms® 2010) at the Air System headquarters in Via Sanguettara 15 / A, 35018 San Martino di Lupari (Padua), Italy.
In case the Client or its carrier fails to collect the Products within 30 days from the date communicated, the Client will bear the costs of storage, custody and maintenance of the Products supported by Air System until the Products are effectively collected. From the same term the Client will bear the risk of loss of Products.
The failure to collect the Products according to the abovementioned terms shall not constitute a reason for deferring the payment of the price due by the Client to Air System.

Delivery outside the European Union
Unless otherwise indicated in the Proposal, the Products will be delivered FCA (Incoterms® 2010) at the place indicated in the Contract. Therefore Air System is in charge of the customs clearance procedures needed for the export, the cost of which will in any case be borne by the Client according to the provisions of art. Charges.
Air System reserves itself the right to choose the carrier, whose identity will be indicated in the Contract.

Packaging
The products are packed in accordance with the highest standards in order to ensure their perfect preservation in good condition. Air System is not liable for any improper treatment of the Products by the carrier.

Certifications and authorizations
The Air System Products are CE certified.
Any further certification or authorization or concession will be at the care and cost of the Client. Air System will provide the Client with the information in its possession necessary to obtain these additional certifications.

Installation
The installation will be performed in the place provided in the Contract.
Air System will provide the installation with its own qualified personnel or, at its incontestable discretion, through qualified third-party technicians. The Installation will be performed with the care, competence and diligence required in accordance with the best practices and with the current laws and regulations, in times and ways provided in the Contract.
The installation terms are indicated in the Contract. These terms must be considered approximate and not essential.
The Client is required to make available for the installation the means, tools and services needed and to arrange the location according to the instructions provided by Air System before the installation. Failure or inadequate provision by the Client of the requirements provided in this paragraph will constitute a Client’s non-fulfilment and exempt of any liability of Air System with respect to the resulting delay in the delivery and installation of the Products.

Testing
Air System and the Client will proceed jointly with the Testing of the Products.
The Testing will be carried out the day, hour and following the ways indicated in the Contract, on the day and hour communicated by Air System in writing to the Client. A report of the Testing will be drawn up.
The signing of the Testing report by the Client constitutes approval and acceptance of the installed Products.
In case the Client doesn’t allow or prevent the Testing on the agreed day and time, the Testing will be considered carried out with positive result.

Price
Prices are quoted in the currency listed in the Contract. If not specified, the price is in Euros.
In the case of a different currency, the Client will be however required to pay the price at the exchange rate of the day established for the payment, according to the exchange rates of the Euro of the European Central Bank referred to that day.
Prices are net of transportation costs, insurance, taxes and any additional burden, except for the case of different provisions in the Contract.

Increase in the price of raw materials
In the event of an increase in the price of raw materials higher than 3%, Air System reserves itself the right to increase proportionately the price agreed upon in the Contract.

Payment
If not differently provided in the Contract, the payment of the price shall be made as follows: a. First instalment equal to the sum set out in the Contract, the day of the receipt of the Order acceptance, through bank transfer to the following account:
BANCA INTESA SANPAOLO SAN MARTINO DI LUPARI PD ITALY
IBAN IT70 H030 6962 8271 0000 0003 319
BIC BCITITMM
b. Following instalments on the basis of the progresses of work, upon notice of goods ready, by letter of credit or other bank guarantee issued by a primary institute.
c. Balance payment at the time of the positive Testing report of the Products, by letter of credit or other bank guarantee issued by a primary institute.
Air System reserves itself the right to accept or refuse the payment done by other means, such as titles/bonds, bills of exchange, checks, in any case subject to clearance.
Unless otherwise agreed in the Contract, any expenses or bank commissions due with respect to the payment shall be borne by the Client.
In no case delays of delivery or notifications of defects will give the Client the right to suspend the payment of the price.
The delay of the payment entitles Air System to suspend the performance of the Contract until the fulfilment of the delayed payments or the provision of proper guarantees.

Warranty
The installed Product will be compliant with the provisions set out in the Contract and with the standards provided by the European legislation of the sector. Air System warrants that the Products conform to peculiar specifications or technical features or that they are suitable for particular usages only in case such characteristics have been expressly agreed upon in the Contract or in documents referred to for that purpose in the Contract.
Any complaint relating to defects that occur after the Testing shall be notified to the Seller in written form with photographic documentation suitable to give evidence of the alleged defect, within eight days from the discovery of the defects and in any case not later than twelve months from the delivery; failing such notification the Client's right to claim the above defects will be forfeited.
It is agreed that any complaint or objection do not entitle the Client to suspend or to delay the payment of the Products as well as the payment of any other supplies.
Air System undertakes to remedy defects and non-conformity of the Products for which it is liable, ascertained with the Testing or occurring within twelve months from the Testing, provided such defects have been timely notified as provided above and acknowledged by Air System, alternatively, at its incontestable discretion:
- replacement of the defective component, delivered at the expense of the Client to the headquarters of Air System, with delivery of the spare part according to the terms of art. Delivery;
- repair of the defective component, delivered at the expense of the Client to the headquarters of Air System, with delivery of the repaired spare part according to the terms of art. Delivery; where deemed necessary, repair of the defect at the place of installation of the Product;
- reimbursement of the price of the defective component.
The warranty will not operate if the Products have undergone any kind of modification or tampering by the Client or by unauthorized third parties or have not been stored and maintained properly by the Client, by exposing them to atmospheric agents, corrosive or contaminants agents and any other harmful agent. The warranty will exclusively operate in case the Products have been used and maintained properly, following the usage and maintaining rules and the prescriptions set out in the user manuals, if provided.
Normal wear and tear of the Products are excluded from the warranty.
In case the Parties fails to find a common acknowledgement of the defects claimed by the Client, the Parties agree to entrust the evaluation of the said defects to a third arbitrator to be appointed by the Chamber of Commerce of Milan, whose decision is hereby accepted by the Parties.
The costs of the arbitrage will be borne by the losing Party.

Obligations towards workers
With regard to the employed workers, Air System undertakes to be compliant with any applicable labour law and accident prevention law, to provide any due insurance against accidents at work and occupational diseases and to provide any other due insurance pursuant to the law.
Air System undertakes to pay workers according to the collective labour agreements and to adopt the physical security measures pursuant to the law, in compliance with all applicable legal provisions.

Confidentiality
Each Party will keep secret and will not disclose to any third party (except sub-contractors accepting a like obligation of secrecy, and then only to the extent necessary for the performance of the contract) all information given by the other in connection with the Contract, or which becomes known through performance of work under the Contract.
The obligations of confidentiality are assumed by the Parties also on behalf of its members, employees, managers, directors, consultants, agents or other employed or connected subjects which the information is extended.

Charges
Any tax, duty, custom duty, license, authorization, non-CE certification, permit or other fiscal, custom or administrative burden, however named, provided by the legislation of the State of import and installation of the Products covered by the Contract are entirely at the care and expense of the Client.

Force majeure
The Parties shall not be under any liability for any failure to perform any of its obligations under the Contract due to Force Majeure. “Force Majeure” means events or circumstances beyond the reasonable control of the parties such as strikes, labour unrest, lockouts, terrorist actions, war, embargo, government and public authority measures, fire, explosion, floods, storms, earthquakes or other natural disasters, rebellion, revolt, sabotage. Any event of Force Majeure shall be timely notified by the affected Party to the other.
The obligations and rights of the excused Party will be extended on a day-to-day basis for the time period equal to the period of the excusable delay. Should the suspension due to force majeure last more than 4 weeks, either party shall have the right to terminate the Contract by a 15 days' written notice to the counterpart, by recorded-delivery letter with advice of receipt or registered email.

Termination
Air System may terminate the Contract upon the occurrence of any of the following events:
– the Client fails to pay a tranche of the price as provided in art. Payment that exceeds the 25% of the price and such default continues un-remedied for a period of 30 days from the provided term;
– In case of ExWorks Delivery, the Client fails to collect the Products after thrty days from the term notified for the collection as provided in art. Delivery.
– the Client becomes insolvent or it is subject to insolvency proceedings.
Upon termination, Air System will shall return the payments already collected, minus the amount necessary to constitute fair compensation for its performance of the Contract and necessary to compensate for the damages suffered; the request for compensation for damages not covered by the retention of sums paid by the Client is reserved to Air System.
In case Air System intends to terminate the Contract, Air System will give notice to the Client by a recorded-delivery letter with advice of receipt. The termination will take effect from the day the Client has received the relevant notice.

Assignment
Each Party shall not assign the Contract without the prior written consent of the other Party.

Miscellaneous
The failure of Air System in insisting in any one or more instances upon its right granted by any provision of the Contract or this General Conditions shall not be construed as a waiver or relinquishment of Air System’s rights nor shall prevent Air System from demanding its timely and rigorous compliance afterwards.
If any provision of the Contract or the General Conditions is held to be invalid or unenforceable, such provision shall not affect the validity and enforceability of the remainder of the Contract or the General Conditions in whole and in part.

Notices
All notices under the Contract shall be in writing and shall be served in written to the following addresses:
For Air System
Via Sanguettara, 15/A – 35018 San Martino di Lupari – Padova – Italia
Tel. 0039 049 5990391 Fax 0039 049 5990391
E-Mail: info@airfung.it
Certified email: airsystem@pec.airfung.it
For the Client: c/o the addresses provided in the Order.
Any change to the addresses shall be promptly communicated in writing.

Personal data
Personal data are processed by Air System in accordance with the Regulation (EU) 2016/679, as reported in the Privacy Notice available at the link http://www.airfung.it/ trattamentodati.html

Applicable law and dispute resolution
Contracts submitted to these General Conditions stipulated with Clients based in Italy and to be carried out in Italian territory are governed by the laws of Italy.
Contracts submitted to these General Conditions stipulated with Customers based outside the Italian territory or to be carried out outside the Italian territory shall be governed by the UNIDROIT Principles of International Commercial Contracts (2016) and, with respect to issues not covered by such Principles, by the laws of Italy.
The Parties shall endeavour to resolve amicably any dispute arising from or in connection with the interpretation and execution of the Contract. In case this attempt fails, the disputes shall be settled by arbitration under the Rules of the Milan Chamber of Arbitration (the Rules), by a sole arbitrator, appointed in accordance with the Rules. The seat of arbitration will be the venue of the Chamber of Arbitration.

Language
These General Conditions are drafted in Italian and English language. Italian version will however and always prevail. Any translation of the General Conditions and the Contract into other languages will have the sole purpose of making the text more comprehensible to the Client but will have no binding force between the Parties.


Air System General Conditions


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