General conditions of assistance, maintenance and repair

  1. 1.         Recitals and General

1.1      Rollon S.p.A. (Tax code 05999150963 Economic and Administrative Index (REA) - MB 1857623), with registered office in 20871 Vimercate (MB), at Via Trieste n. 26 ("ROLLON") is a company that operates in the metalworking sector and in particular in the production and marketing of linear guides and linear handling systems (the "Rollon Products").

1.2      Rollon also has a structure that offers technical assistance, maintenance and repair of Rollon Products sold to its customers.

1.3      These general conditions of assistance (the "GCA") of ROLLON may form an integral and substantive part of the general conditions of sale (the "GCS") of ROLLON if the GCA are signed at the same time as purchasing Rollon Products.

1.4      Acceptance of ROLLON's GCA is a prerequisite for carrying out assistance, maintenance and repair work on Rollon Products, which are not covered by warranty, in accordance with the GCS.

1.5      The purpose of these GCA is to regulate the terms and conditions for the provision of maintenance, assistance and repair services by ROLLON as requested by the customer who has purchased Rollon Products ("Customer").

1.6      Once signed for as a mark of acceptance by the Customer, the GCA will govern all future contractual relationships that may be established between Rollon and the Customer regarding the maintenance, assistance and repair of Rollon Products not covered by warranty, as provided by the GCS, and this even if the GCA were not expressly mentioned in the contractual documentation through which the individual contracts will be established over time.

1.7      The GCA shall in any case prevail over any conditions of purchase of the Customer, or any other provision contained in the Customer's documents.

1.8      All and any amendments of or additions to the GCA must be made by the parties in writing, under penalty of nullity. The Customer acknowledges that ROLLON's Staff (as defined below) do not have any authorization or power to represent ROLLON, and cannot, therefore, accept any obligations nor make any binding commitments or statements to amend, supplement or derogate from the provisions of the GCA.

1.9      The terms defined in the GCA are used with the specific meaning attributed to them by the GCA themselves. Terms defined in the singular are also understood in the plural, and vice versa, where the context so requires.

1.10  These GCA will be considered to be fully accepted by the Customer, if signed by it.

 

  1. 2.         Aim of the GCA

2.1    The aim of these GCA is to govern the performance by ROLLON of the following activities:         

2.1.1      scheduled maintenance, i.e. routine maintenance activities aimed at maintaining the Rollon Products in good working order according to a programme defined with the Customer when purchasing the Rollon Products, or thereafter ("Scheduled Maintenance");

2.1.2      extraordinary assistance, i.e. repair, restoration, maintenance not already included as Scheduled Maintenance, or under warranty on the basis of the provisions of the GCS, from time to time agreed between the Customer and ROLLON through appropriate contractual documentation ("Extraordinary Assistance").

2.2      Under no circumstances may Scheduled Maintenance or Extraordinary Assistance activities (collectively, the "Assistance Services") regard: (i) changes that entail a substantial alteration to the characteristics of Rollon Products; (ii) changes in the functions or performance originally envisaged and those that Rollon Products are capable of performing and guaranteeing according to the relevant indications; (iii) changes in the safety systems and/or devices; (iv) interventions that may modify or compromise the safety of Rollon Products.

 

  1. 3.         Rollon’s Staff

3.1      The Assistance Services will be provided by ROLLON's employees, by specialized technicians with whom ROLLON collaborates, or by staff of Rollon's suppliers, who have been adequately trained and informed on the activities to be carried out (collectively, "Rollon's Staff”).

3.2      Rollon’s Staff will provide the Assistance Services in full autonomy, except where coordination is necessary with the Customer or its staff; under no circumstances will be required to comply with the directives of the Customer, except for indications on the safety of workers.

3.3      During the provision of the Assistance Services by Rollon's Staff, the Customer must guarantee the presence of at least one of its employees or a representative of the Customer.

 

  1. 4.         Obligations of the Customer

4.1      The Customer undertakes: (i) to allow access by Rollon’s Staff for the provision of Assistance Services or any inspection thereof, during the normal opening hours of its premises and to provide all assistance and collaboration that will be reasonably necessary to enable Rollon's Staff to perform Assistance Services; (ii) to guarantee the safety of the places to which Rollon's Staff will have access and, more generally, that Rollon's Staff will be put in a position to provide the Assistance Services in conditions of complete safety, and this also for the purposes of the provisions of the regulations on safety and accident prevention, including the provisions of Decree Law 81/2008; (iii) to guarantee the compliance of any equipment made available to Rollon's Staff for the provision of Assistance Services with the standards set out in Decree Law 81/2008 and all other applicable provisions of law; (iv) to do everything necessary to allow Rollon's Staff to carry out the Assistance Services in such a way that there are no delays, suspension of work and interference with the Customer's business activities; (v) to guarantee the availability of any other spare parts or components necessary for the provision of the Assistance Services, when the supply of such spare parts or components is not to be assured by ROLLON; (vi) to provide the electricity, water and other utilities normally necessary for the provision of the Assistance Services (vii) to ensure the availability of particular equipment for the lifting and handling of materials or equipment, if necessary; (viii) not to request or in any case not to involve, for any reason, Rollon's Staff in the performance of activities that do not fall within the scope of the Assistance Services and to ensure that its staff, unless requested by Rollon's Staff, do not interfere with the provision of the Assistance Services (ix) subject to paragraph 3.3, to guarantee the presence of an operator with the appropriate skills, should it be necessary to move the systems relating to the Rollon Products electrically for the provision of the Assistance Services , or to carry out any intervention on the electrical parts not supplied by ROLLON; (x) to allow Rollon's Staff, in order to provide the Assistance Services, to use any electronic devices such as, for example, Smart Glass (augmented reality viewers) which could record not only the Rollon Product, but also, even if potentially indirectly, part of the Customer's production site.

4.2      In the event of failure to comply with the obligations laid down in paragraph 4.1 above, ROLLON shall have the right to suspend provision of the Assistance Services or to refrain from carrying out Scheduled Maintenance and/or providing Extraordinary Assistance, without prejudice to its right to payment of the price, and without prejudice to the right to withdraw from the contract due to the fact and fault of the Customer, should such violations be repeated and/or not be remedied promptly.

  1. 5.         Obligations of ROLLON

5.1      ROLLON guarantees that the Assistance Services will be provided by Rollon's Staff with adequate professional and technical training.

5.2      ROLLON will provide the Assistance Services with diligence and making use of best maintenance techniques.

5.3      ROLLON shall ensure that the Assistance Services are provided in accordance with the Maintenance Schedule (as defined below) or the individual contract formed by Order and Order Confirmation for Extraordinary Assistance activities.

 

  1. 6.         Scheduled Maintenance Services

6.1      Scheduled Maintenance includes all the activities specifically listed in a specific ScheduledMaintenance programme, in which at least the following are clarified: (i) the nature and type of maintenance work to be performed by ROLLON; (ii) the frequency or periods of maintenance; (iii) the total duration of the maintenance schedule; (iv) any special conditions of the Scheduled Maintenance; (v) the price due for the individual services or for the entire maintenance schedule as a whole, possibly referring to the current ROLLON price lists ("Maintenance Schedule").

6.2      If, during the course of Scheduled Maintenance, Rollon's Staff should detect anomalies attributable to wear and tear and/or malfunction, which cannot be eliminated or resolved through the interventions already included in the Maintenance Schedule, ROLLON will inform the Customer so that he can make the relevant decisions. If requested by the Customer, these additional interventions must be carried out as Extraordinary Assistance interventions to be requested in accordance with the provisions of these GCA, under paragraph 7 below.

6.3      Scheduled Maintenance will be carried out on the days provided in the Maintenance Schedule, unless otherwise agreed in writing. The timing of the interventions provided for in the Maintenance Schedule is in any case to be considered merely indicative and not binding for ROLLON.

  1. 7.         Extraordinary Assistance Activities

7.1      Extraordinary Assistance includes any repair, restoration and maintenance of Rollon Products not included in the Maintenance Schedule or in addition to those included in the Maintenance Schedule, even if of the same type.

7.2      Any Extraordinary Assistance requested by the Customer shall be the subject of a specific order (the "Extraordinary Maintenance Order"), to be transmitted in writing by the Customer to ROLLON. The Extraordinary Assistance Order shall specify the breakdowns, malfunctions of the Rollon Products or the intervention of extraordinary assistance in addition to the Maintenance Schedule requested in relation to the possible reasons for the urgency.

7.3      The Extraordinary Assistance Order must be accepted in writing by ROLLON by issuing an order confirmation ("Order Confirmation").

7.4      ROLLON shall have no obligation to accept the Extraordinary Maintenance Order and shall therefore be free to do so or not. Consequently, if the Customer does not receive Order Confirmation, the latter will under no circumstances be entitled to consider the Extraordinary Maintenance Order as tacitly or verbally accepted .

7.5      The Extraordinary Assistance requested by the Customer shall be provided in accordance with the terms and conditions of the Order Confirmation, which shall in any case be considered as indicative times and not binding on ROLLON.

  1. 8.         Spare parts and consumables

8.1      Unless otherwise agreed, consumables or spare parts of various types, unless otherwise specified in the Maintenance Schedule or in the contractual documentation to be prepared as a result of an Extraordinary Maintenance Order, are not included in the basic price for Assistance Services.

 

  1. 9.         Place of provision of the Assistance Services

9.1      ROLLON will normally provide Assistance Services at the Customer's premises, or where the Rollon Products are located.

9.2      If it is necessary to transport the Rollon Products concerned by the Assistance Services to ROLLON's premises, all transport costs and charges shall be borne by the Customer. Once the work on the Rollon Product has been completed , it will be delivered to the Customer under the following conditions: unless otherwise agreed in writing, "ex works" (as provided by the INCOTERM 2010 of the Paris Chamber of Commerce) at the headquarters of ROLLON, in 20862 Arcore (MB), at Via Polini n. 450/470. The Rollon Product must be collected by the Customer within 30 days of the date on which ROLLON communicates to the Customer the provision of the Assistance Services and the availability of the Rollon Product for collection. After this period has elapsed without the Customer having collected the Rollon Product, ROLLON will charge the Customer a sum equal to 100.00 euros, plus VAT if due, for each day of storage of the Rollon Product at ROLLON's plant, for a maximum period of 120 days starting from the expiry of the 30 day deadline provided for the collection. If this term should expire to no avail, ROLLON shall have the right, after a written reminder, to: (i) send the Rollon Product to the Customer at the expense of the consignee; or (ii) dispose of the unclaimed Rollon Product, charging the Customer for the disposal of the Rollon Product by means of an invoice issued by ROLLON.

 

  1. 10.      Guarantees and liability of ROLLON

10.1  The Customer, under penalty of forfeiture, shall notify ROLLON of any report of non-conformity of the Assistance Services provided, in writing, within 8 days of completion of each Scheduled Maintenance and/or Extraordinary Assistance operation, specifying the non-conformities found and any flaws or defects detected.

10.2  Any other guarantee obligation regarding Ordinary Maintenance or Extraordinary Assistance is expressly excluded with respect to that governed by the GCA and by law.

10.3  Unless otherwise agreed in writing between ROLLON and the Customer, under no circumstances shall the provision of the Assistance Services have the effect of giving rise to or extending a warranty with respect to the proper functioning of the Rollon Products, the warranty regime of which remains governed exclusively by the GCS and applicable laws.

10.4  Rollon will therefore be exclusively responsible for the conformity of the provision of the Assistance Services with the contractual agreements stipulated with the Customer. Therefore, ROLLON is hereby exonerated and relieved of any and all liability for:

a)          malfunction of Rollon Products for reasons unrelated to the execution of the Assistance Services;

b)         malfunction of Rollon Products as a result of Assistance Services provided by ROLLON with reservation (meaning Assistance Services provided at the request of the Customer in respect of which ROLLON has expressed written reservations regarding the adequacy, suitability or correctness of the intervention requested by the Customer with respect to the nature of the failure or malfunction of the Rollon Product).

10.5  If the provision of the Assistance Services does not comply with the agreements, ROLLON shall be obliged to carry out any further intervention necessary to ensure that the execution of the same complies with the contractual agreements. However, except in cases of gross negligence and wilful misconduct, ROLLON shall under no circumstances be liable for:

a)          direct or indirect damages due to non-production or technical downtime, which are the consequence of the incorrect or delayed execution of the Assistance Services by ROLLON;

b)         direct or indirect damages to third parties caused by the provision of the Assistance Services.

 

  1. 11.      Verification and acceptance

11.1  Upon completion of each Scheduled Maintenance or Extraordinary Assistance intervention, ROLLON will draw up a technical report (the "Report") with the indication of the activity carried out which must be signed by the person appointed by ROLLON and by the Customer; in the event that the Customer is not in a position to sign the Report, the latter will be delivered to the Customer and will be considered tacitly approved if no complaints and/or reservations are received from the Customer, to be formalised in writing, within 8 working days from the delivery of the Report.

 

  1. 12.      Duration and withdrawal

12.1  These GCA shall be effective as of the date of their signature at the foot of the GCA and shall remain in full force and effect:

12.1.1  as regards Scheduled Maintenance activities, for the entire period in which the Maintenance Schedule provides for the performance of Scheduled Maintenance activities;

12.1.2  as regards Extraordinary Assistance activities, the GCA will be applicable to all interventions requested by the Customer after the GCA have been signed.

12.2  Except for the period of validity of the Maintenance Schedule, both parties may withdraw from the provisions of the GCA by written notice. Withdrawal will be effective only with reference to contracts concerning Extraordinary Assistance activities stipulated after the date of receipt of the notice of withdrawal by the party not withdrawing.

12.3  The provisions of these GCA which, by nature, are intended to remain effective even after the provision of Assistance Services or the period of effectiveness of the GCA, will in any case remain valid and effective. 

 

  1. 13.      Price and terms of payment

13.1  The price for the Assistance Services to be paid by the Customer to ROLLON (the "Price") shall be determined either: (i) on the basis of ROLLON's price lists which shall be delivered to the Customer; or (ii) as defined in the Maintenance Schedule or in contractual documentation prepared over time in relation to the individual Extraordinary Assistance Services.

13.2  The Price indicated will in any case be net of VAT and all other tax or duty.

13.3  Unless otherwise specified in the Maintenance Schedule or in the contractual documentation relating to the Extraordinary Assistance, the Price does not include the materials and/or spare parts and components, as well as the charges for the transport of the Rollon Products in the case referred to in paragraph 9.2.  Likewise, the Price does not include the costs of transfer, board and lodging of Rollon's Staff necessary for the provision of the Assistance Services which, unless otherwise agreed in writing, will be invoiced at cost by ROLLON.

13.4  ROLLON's price list may be updated at any time upon notice to the Customer. The prices indicated in the price list thus updated will be applicable to the Assistance Services provided after notification of the same to the Customer.

13.5  The payment of the Consideration will normally be made by bank transfer or money order within the agreed payment terms. Any payments made differently must be previously agreed with ROLLON, within the limits of what is permitted by current regulations on means of payment.

13.6  In the event of late payment, the Customer shall be required to pay ROLLON interest for late payment, determined on the basis of the rate provided for by Legislative Decree no. 231 of 9 October 2002, with effect from the due date of payment, without the need for formal notice of default.

13.7  ROLLON shall in any case have the right to suspend provision of the Assistance Services in the event of a delay in payment of the Price or in reimbursement of the costs incurred by the Customer for the Assistance Services, without prejudice, in any case, to ROLLON's right to terminate the contractual relationship with the Customer in accordance with paragraph 14 below.

 

  1. 14.      Express termination clause

14.1  Without prejudice to any other possible legal remedy, ROLLON shall have the right to terminate pursuant to art. 1456 of the Italian Civil Code, any contracts governed by the GCA in the event of:

a)          breach of the obligations of the Customer referred to in paragraph 4;

b)         failure to pay the Price for the Assistance Services referred to in paragraph 13, within the agreed terms;

c)          in any other case in which the termination is provided for by the contractual documentation relating to the individual contract governed by the GCA.

14.2  Termination of the contract must be communicated to the Customer by letter sent recorded delivery with advice of receipt or certified e-mail.

14.3  Termination shall take effect on the day of receipt of the relevant notice.

 

  1. 15.      Provisions on safety

15.1  The parties undertake to fulfil all the obligations the law places on them with regard to workers' health and accident prevention pursuant to Legislative Decree no. 81 of 9 April 2008 and pursuant to any other applicable provision, preparing the documents necessary for this purpose, as provided for by current legislation, and conforming their conduct both before and during provision of the Assistance Services to such regulatory provisions.

 

  1. 16.      Confidentiality obligations

16.1  ROLLON and the Customer undertake to keep secret and confidential all commercial, industrial, production and organisational information of which they become aware in accordance with these GCA, and not to disseminate or use such information for any reason or cause other than for the performance of these GCA and the related contracts. ROLLON may convey to its employees and collaborators all information necessary for the provision of its Assistance Services, which will, however, be subject to the same confidentiality constraints, pursuant to the GCA.

 

  1. 17.      Communication

17.1  All communication, requests or notices or any other submission, pursuant to and for the purposes of the GCA, should be sent to the following addresses: (i) for ROLLON: Rollon S.p.A., 20871 Vimercate (MB), Via Trieste n. 26, certified e-mail: amministrazione.rollon@pec.it; fax or ordinary e-mail address communicated; (ii) for the Customer: [•]; certified e-mail: [•]; fax or ordinary e-mail address communicated.

17.2  ROLLON and the Customer undertake to promptly communicate, during the period of validity of the GCA, any change in their respective addresses. In the event of failure to notify the change, all communications and / or notifications made according to the above addresses will be fully effective and valid.

 

  1. 18.      Processing of personal data

18.1  By signing the GCA, the parties declare that they will process the personal data of individuals of which they have come into possession by virtue of the execution of contracts governed by the GCA as independent data controllers, and that they undertake to process such data in accordance with the provisions of the General Data Protection Regulation no. 2016/279 and Italian Legislative Decree no. 196/2003 and for the purposes necessary for the proper provision of the Assistance Services referred to in these GCA.

 

  1. 19.      Applicable law and court of jurisdiction

19.1  These GCA are governed by Italian law, regardless of any conflict rules that may lead to the application of a law other than Italian law.

The parties agree that any dispute that cannot be settled amicably between the parties, arising from contracts governed by the GCA, or the GCA themselves, including, by way of example, disputes arising from the interpretation, execution, withdrawal or termination of contracts governed by the GCA or arising from the alleged validity or invalidity of parts or all of the same, as well as any other dispute related or vicarious or arising from the same or the GCA, will be subject to the jurisdiction of the Italian courts. The Court of Milan will have exclusive jurisdiction over the territory.

 

  1. 20.      Final provisions

20.1  These GCA, of which the Annexes form an integral and substantive part, supersede and replace all previous agreements, understandings, negotiations, whether written or oral, between the parties regarding the provision of Assistance Services.

20.2  The possible tolerance of one party to the non-fulfilment of one or more contractual obligations by the other party shall not in any way be considered as a waiver of the rights attributed, by law or by the GCA, to the defaulting party.

20.3  Any and all changes, modifications or additions to the GCA must be made in writing between the parties.

Any nullity and/or ineffectiveness and/or cancellation of one of the clauses contained in these GCA, also in relation to each type of Assistance Services, will not affect the validity of the GCA, nor of the other conditions applicable to them. In such a case, the parties undertake to replace the invalid or null clause with a clause with contents that are substantively as close as possible to the invalid or null clause.