Terms of sale

1. PREAMBLE 
1. For the whole of the sale and services, including the sales of accessories, as well as for proposals and consultancy, the present general conditions of contract, which are an integral part of the same, are binding. The object (s) to be sold pursuant to these General Conditions are referred to below with the term Product. 
2. The clauses of these general conditions are correlative and inseparable from each other. Any invalidity of individual clauses of these general conditions does not entail the invalidity of the others and does not affect the validity of the contract. If necessary, the parties undertake to negotiate a replacement clause that is as similar as possible to the economic purpose proposed by the clause that has become invalid and such as to maintain the contractual balance unchanged. In no case may the clause in question be replaced by the Customer's general terms and conditions. 
3. Any agreements, declarations or commitments of agents, employees and officers of R4 Automazioni srl occurred before, simultaneously or after the signing of the Contract will not be binding for R4 Automazioni srl unless agreed in writing, indicating precisely the provisions that are intended modify or integrate between the parties, and confirmed by R4 Automazioni srl in writing. This also applies to any waiver of this written form requirement. 
4. Any changes and additions to these clauses and conditions must be made in writing. This also applies to any waiver of this written form requirement. 
5. R4 Automazioni srl will not be bound by the Customer's general purchase conditions (hereinafter, "GCP"), even in the event that they are referred to or are contained in orders or in any other documentation from the Customer, without prior and explicit written consent of R4 Automazioni srl 

2. COMMUNICATIONS 
1. Any written communication between the parties must be sent, in Italian, to their respective registered offices or to the domicile possibly elected for this purpose. 
2. The communication made in places other than those indicated in the previous point one of this article will be considered ineffective. Any change in domicile or registered office must be communicated in writing to the other party and will be valid from the written confirmation of receipt of such communication. 
3. Any technical communication concerning the progress of the processing or design of the Product must be signed or approved by the Manager indicated in the Contract by means of a written communication. 

3. SUBJECT 
1. R4 Automazioni srl has the obligation to provide the Customer with what is established and agreed in the Contract and the Customer is obliged to fulfill the obligations assumed under the specific conditions agreed in the same and those provided for in these Conditions. 
2. The Product consists of the machine system as indicated in the Contract, which is sold to the Customer, as well as the free license to use the Know How (relating to the machine system supplied), owned by R4 Automazioni srl, which is conferred to the Customer himself at the same time, under the conditions set out in the following clauses. 
3. Any information or data on the characteristics and / or technical specifications of the Products contained in brochures, price lists, catalogs or similar documents, whether in electronic or other format, will be binding only to the extent that such data have been expressly referred to from the Contract. R4 Automazioni srl reserves the right to make any changes to the Products that may be necessary or appropriate. 
4. The technical documentation forming part of an offer is only indicative, unless it is expressly declared binding. R4 Automazioni srl reserves the right of ownership and the copyright on 

cost estimates, drawings and other documents, which cannot be disclosed to third parties without express approval. 

4. CONFIDENTIALITY OBLIGATIONS 
1. The parties undertake to keep secret all Confidential Information that they become aware of at the same time, before or after the formation of the contract. 
2. The term "Confidential Information" (hereinafter IR), in the meaning used here, includes: 
(a) all information, including all deeds, documents, drawings, graphic representations and data of any kind (even if not 
specifically qualified as "Confidential") that will be provided, verbally or in writing or physically transmitted; 
(b) all analyzes, evaluations, documents and other documents, of any nature, prepared or originated by the Parties that contain, reproduce or derive from the information referred to in paragraph (a) above; 
(c) all analyzes, evaluations, reports and other documents, of any nature, prepared by employees or consultants of the Parties, which contain, directly or indirectly, the information referred to in paragraph (a); 
(d) the information learned by the Customer during visits to R4 Automazioni srl or in relation to the completion of the Contract. 
3. This clause will not apply to IRs, or part thereof, which, as demonstrated by the Client on the basis of adequate written evidence: 
(a) are made known to the public, at the conclusion of the contract or at a later time, without any breach by the Customer of the obligations assumed under this clause; 
(b) the Client can demonstrate, through written documents, that he was legitimately in possession of these IRs even before the start of the negotiations that led to the conclusion of the Contract; 
(c) the Customer has legitimately received from a third party not bound by any obligation of confidentiality towards R4 Automazioni srl; 
(d) have been developed independently by Client personnel who do not have access to the IRs. 
4. The Customer undertakes to keep confidential and not to publish or disclose the IRs to third parties without the prior written consent of R4 Automazioni srl, also undertaking not to use these IRs for any purpose other than the use of the Product. The Client undertakes to safeguard the confidentiality of the IRs with the same diligence (and in any case with a diligence not less than a reasonable level) with which it protects its IRs, and to keep the IRs in a safe place. 
5. The Client undertakes to limit the disclosure of the IRs to its directors, directors, employees and external professionals (including consultants, self-employed workers and the like), who must necessarily know the IRs and provided that they are bound by confidentiality obligations and not - use at least as restrictive as those contained herein, and also undertakes to inform these subjects of the obligations assumed by the Customer by virtue of this document. 
6. Where the Client must communicate IR in order to comply with laws, regulations or decisions by a Judging Body, the Client will be obliged to do so only to the extent necessary for the purposes of compliance, it being understood however that the Client must promptly inform R4 Automazioni srl in writing of this IR communication request, so that R4 Automazioni srl can request an adequate protective measure. In case of lack of timely communication, the Customer will be held responsible for any damage. The Client must make every effort to ensure the confidential treatment of the IRs to be disclosed. 
7. The Customer, upon written request of R4 Automazioni srl, must immediately return to R4 Automazioni srl all the IR of a material nature supplied by it, including, but not limited to, materials, documents, plans, drawings, data containers of any type, and any copy of the same, without prejudice to the fact that the Customer may keep a copy of the returned material by keeping it inside 

of confidential and restricted access archives, for the purpose of determining the possible existence of an obligation and only in relation to that purpose. 
8. R4 Automazioni srl makes no representations or warranties regarding IR. Client will rely on the IRs at its sole risk. Customer acknowledges that IRs are provided "as is". 

9. In the event of a violation, or a threatened violation, of the provisions of this article, R4 Automazioni srl will be authorized to request a judicial measure by which the Customer is ordered to refrain from committing this violation, without the need to demonstrate or prove the damages actually sufferers. 

5. INDUSTRIAL PROPERTY 
1. R4 Automazioni srl has studied, designed and manufactured the Product and is the sole owner of the Industrial Property rights and the use of the Know How. 
2. For the purposes of the contract, Know How means the set of secret and substantial technical information, identified through the study and design of the Product, as well as the system of use relating to it. 
3. The granting of a free use license in favor of the Customer referred to in the previous article 3 has as an essential condition that the Customer maintains the secrecy of the information received to protect the rights of R4 Automazioni srl. In any case, the Customer cannot claim any requests regarding all the secret and confidential technical information regarding the study and design of the Product (drawings, construction details, etc.) and the system of use of the same. 
4. All drawings, specifications, samples, models, equipment and documents relating to the Product or its manufacture, transmitted by one party to the other party, before or after the formation of the contract, will remain the property of the party which transmits them. You may not, without the consent of the other party, make any use other than that for which they were provided. 
5. The Customer may not produce, have produced or supply to third parties, directly or indirectly, products manufactured using the technical information referred to above or the confidential information referred to in the previous article 4. 
6. R4 Automazioni srl claims the ownership of any other industrial property right, such that it can compete on the basis of the Italian and European regulations in force on the subject. 

6. INDUSTRIAL PROPERTY OF THIRD PARTIES 
1.The Customer will be solely responsible for the fact that the materials, documents and other information provided by him do not infringe the intellectual property rights or other rights of third parties. The same rule will apply in the event that the Customer indicates, by means of instructions, information, documentation, drafts, drawings or other, the way in which a Product is to be created or a service provided under the Contract.
2. The Customer will have the obligation to indemnify and hold harmless R4 Automazioni srl against any request for compensation made on the basis of such a possible violation. 

7. PRICES 
1. The price agreed in the Contract is unitary for the Product indicated and represents the consideration for the sale, anything else not expressly indicated in the Contract is excluded. 
2. The price is net of discounts and taxes, for EXW delivery at the warehouse of R4 Automazioni srl. Packaging and any additional costs are excluded from the price. 
3. Any changes to the Product must be requested by the Customer in writing and will be invoiced to the latter in addition to what has been agreed in the Contract, at the time of the first invoice following the request for change. The design and production price of the modifications will be increased from five percent (5%) to fifteen percent (15%), in proportion to the time elapsed from the start date of the project or, if earlier, from the date of conclusion of the Contract. . In any case, the Customer will not be able to request changes once the design of the Product has been completed. 
4. If, between the date of conclusion of the contract and that of delivery, there are increases in the costs of raw materials, labor, production costs, transport, etc., R4 Automazioni srl may increase the agreed price, upon notice to the Customer. If this increase exceeds the price by more than twenty percent (20%) 
agreed at the time of the conclusion of the contract, the Customer may only request in writing, within the peremptory term of five (5) working days from receipt of the notice of the price increase, for a renegotiation of the contract. 

5. The price of the Products not delivered or withdrawn on the date established in the terms of the following article 11 could undergo proportional increases due to the higher costs incurred by R4 Automazioni srl, the changed market conditions, or any other cause beyond the scope of control of R4 Automazioni srl. 

8. PAYMENT 
1. The place of payment remains fixed and firm at the registered office of R4 Automazioni srl. 
2. If the Contract provides for payment by issuing drafts or by issuing bills, the relative clauses are intended only to facilitate payment by the Customer and do not involve the displacement of the place itself. The costs of stamp duty and collection of bills and drafts are charged to the customer. In any case, the costs of bank orders will be charged to the Customer 
3. The payment of the amount of the individual invoices must be made within ten (10) working days from the date of issue indicated in the invoice or within the deadline agreed between the parties and explicitly indicated in the Contract, without any deductions. 
4. Regardless of the form of payment used, the payment obligation will not be extinguished until the full and irrevocable credit has been made to the account of R4 Automazioni srl. 
5. Unless otherwise agreed in writing, the purchase price, to which taxes and any additional costs are added at the time of invoicing, will be paid for ten percent (10%) plus VAT at the time of conclusion of the contract, for fifteen percent (15%) upon completion of the design phase, fifteen percent (15%) at ten (10) business days from commencement of manufacture, thirty percent (30%) upon subscription of the Test Report referred to in the following art. 10, for twenty percent (20%) plus total VAT on delivery, for ten percent (10%) sixty (60) days from delivery. The sums paid prior to delivery are intended as a down payment. 
6. If the Customer fails to pay within the agreed terms, R4 Automazioni srl will be entitled to interest starting from the working day following the deadline set in the terms of the previous paragraph 3 of this article or from the eleventh working day following the date of issue of the invoice. , to the extent established by art. 5 of the Legislative Decree 9 October 2002 n. 231. 
7. Where it is envisaged that the payment must be accompanied by a bank guarantee, the Customer must make available at the time of the conclusion of the Contract a first demand bank guarantee, issued in accordance with the Uniform Rules for Demand Guarantees of the CCI from primary Italian bank and payable against a simple declaration by R4 Automazioni srl of not having received the payment within the agreed terms. 
8. If the Customer has not paid the amount due within ten (10) working days from the deadline set in the terms of the previous paragraph 3 of this article or from the eleventh working day following the date of issue of the invoice, R4 Automazioni srl will have the the right to suspend the processing of the Product or to proceed in accordance with the following article 17. 
9. After the same term referred to in the previous paragraph, R4 Automazioni srl is authorized to issue demand draft, without notice, to cover the price and costs of issuing the same. R4 Automazioni srl may avail itself of the right to assign credit to third parties. 

9. RESERVED DOMAIN 
1. The Product is sold with a reservation of title pursuant to art. 1523 and following of the Civil Code. Consequently up to full payment 

of the entire price, including any interest and all accessories, the goods remain the property of R4 Automazioni srl, even after delivery to the Customer. 
2. In case of initiatives by third parties on the Product subject to retention of title, R4 Automazioni srl must be immediately informed. 
3. The Customer, at the request of R4 Automazioni srl, will contribute with it to take all necessary measures to protect the right of ownership of the Product in the place concerned. 
4. Notwithstanding the foregoing, the Customer is responsible for any damage and loss occurring after the communication of the preparation of the Product, even if by chance, force majeure or other events not attributable to the Customer. 

10. TESTING 
1. The Testing, foreseen by the contract, must be carried out in the place of manufacture of the Product, during ordinary working hours. 
2. R4 Automazioni srl will inform the Customer of the Testing date at least ten (10) working days before the same, with a Testing Notice. 
3. If the Contract does not specify technical requirements, the Testing must be carried out in accordance with the practice in use in the reference industrial sector of the country of manufacture. 
4. The Customer may expressly delegate who will have to intervene on his behalf, authorizing him to sign the relative Minutes. In any case, the Customer will have to bear all the expenses for participating in this Testing, either by himself or by his representatives. 
5. The Test Report must certify that the Product complies with the specifications and satisfaction of the Customer. 
6. The Testing Report will always and in any case be authentic and cannot be the subject of subsequent disputes. 
7. If the Customer does not show up for the Testing, not even through a representative, the related Testing Report will be communicated to the Customer, who will be required to verify its correctness, the non-response to this communication, within 5 working days of receipt, it will be valid as approval of the minutes themselves. 
8. If on the basis of the Testing the Product does not comply with the provisions of the Contract, beyond any reasonable tolerance, or does not reach, in excess of 20%, the target set out therein, R4 Automazioni srl must immediately correct any possible defect. in order to guarantee the conformity of the Product with what is established in the contract. If the changes made are of considerable incisiveness and at the explicit request of the Customer, new tests will be carried out later. If necessary, the parties will agree on a new delivery date. 
9. If the correction is not possible, R4 Automazioni srl will provide for a proportional price reduction, within the limits of 5% of the Product price. 

11. DELIVERY 
1. Delivery must take place within the deadline indicated in the Contract. If the Parties, instead of indicating the delivery date, have indicated a period of time within which the delivery must be made, this period will begin to run from the moment in which the Contract is stipulated, all the formalities have been completed, the payments due to the formation of the contract have been paid, any guarantee has been provided and all other preconditions have been respected. 
2. Delivery terms are indicative and are not essential terms pursuant to art. 1457 of the Civil Code, in any case they do not include transport times. 
3. Any agreed commercial term will be interpreted according to the INCOTERMS in force at the time of the conclusion of the Contract. 
4. If no specific commercial term is agreed in writing, delivery will be EXW at the factory of R4 Automazioni srl. 
5. The terms agreed are understood to be respected with the communication of the preparation of the Product. 
6. If R4 Automazioni srl undertakes, in agreement with the Customer in writing, to ship the Product to its destination, the risk is transferred no later than the moment in which the Product is delivered to the first carrier. In this case, partial shipments are allowed. At the request of the Customer and at his expense, R4 Automazioni srl will take out an insurance policy against damage that the Product may suffer during shipment. 
7. If R4 Automazioni srl expects not to be able to deliver the Product on the delivery date, it must immediately notify the Customer, specifying the reason and, if possible, the time at which delivery can be expected. If R4 Automazioni srl omits this notification, the 
Customer may only request compensation for any additional costs, incurred and documented in writing, which he could have avoided if he had received such notification. 
8. In any case, no penalty for delay in delivery can be charged to R4 Automazioni srl unless explicitly established in writing in the contract and approved in writing by an Administrator of the same. 
Any penalty thus agreed is in any case void if it exceeds the limits established in the following paragraphs 9 to 15. 
The Customer waives any other action to enforce this type of compensation, however called. 
9. Without prejudice to the provisions of this article, R4 Automazioni srl will not be held responsible for delays or non-delivery attributable to circumstances that are beyond its control and which it has not been able to counter while adopting the necessary diligence in relation to the extent of the circumstances themselves, such as by way of example and without claiming to be exhaustive: 
(a) inadequate technical data, inaccuracies or delays of the Customer in transmitting necessary information or data to R4 Automazioni srl; 
(b) untimely fulfillment of all obligations by the Customer, such as, by way of example, the delivery of the documentation or authorizations of the Authorities that the Customer must provide, the opening of a credit or the payment of a payment fee; 
(c) difficulties or delays in obtaining supplies of raw materials; 
(d) difficulties or delays in the delivery of products, equipment or semi-finished products by subcontractors or suppliers of R4 Automazioni srl; 
(e) problems related to the production or management of orders; 
(f) partial or total strikes, lack of electricity, natural disasters, measures imposed by public authorities, transport difficulties, riots, terrorist attacks and all other causes of force majeure as indicated in the following art. 12; 
(g) delays by the carrier. 
The occurrence of even one of the aforementioned events, or similar events, will be considered by the parties as a period of exemption, which will postpone the delivery terms of the entire period of the delay and will not give the right to compensation for any damages or compensation for any genus. This provision applies regardless of whether the reason for the delay occurs before or after the delivery date specified in the Contract. 
10. If the Product is not delivered on the date or within the delivery deadline (according to the definition given in this article 11.1), the Customer, if established in compliance with the previous paragraph 8 and in the absence of the notification referred to in the previous paragraph 7, will be entitled to liquidation of damages starting from the fifth working day following the date on which the delivery should have taken place. 
11. The settlement of damages will be due in the fixed amount of zero point fifteen percent (0.15%) of the purchase price calculated for each full week of delay. The settlement of the damages must not exceed, at the maximum, three percent (3%) of the purchase price. 
If the delay concerns only a part of the Product, the settlement of damages will be calculated on that part of the purchase price that can be attributed to that part of the Product which, due to the delay, cannot be used for the purposes for which the parties had it. destined. 
12. The damages referred to in this article are payable upon written request of the Customer, presented within six (6) months from the date on which the delivery should have taken place or from that on which the contract was terminated pursuant to the following paragraph. 
13. If the delay in delivery is such as to determine the right of the Customer to liquidate damages to the maximum extent, pursuant to the previous paragraph 11, and if the Product has not yet been delivered, the Customer may request in writing that the delivery take place within a reasonable final term, which cannot be less than thirty (30) working days. If R4 Automazioni srl fails to deliver within this final deadline and if this is not due to circumstances attributable to responsibility 

of the Customer, in this case the Customer will have the right to terminate the contract, by giving written notification, in relation to that part of the Product which, due to the non-delivery by R4 Automazioni srl, cannot be used for the purposes which the parties they had destined him. 
14. If the Customer cancels the Contract, he will be entitled to compensation for the loss suffered as a result of the delay of R4 Automazioni srl. Full compensation, including the liquidation of damages to be paid pursuant to paragraph 11 of this article, must not 
exceed ten (10) per cent of that portion of the purchase price which may be attributed to the portion of the Product in relation to which the contract is terminated. 
15. The liquidation of damages and the termination of the contract with limited compensation, as provided for in the previous paragraphs of this article, are the only corrective measures available to the Customer in case of delay by R4 Automazioni srl. Any other claim based on this delay is excluded. 
16. If the Customer expects not to be able to accept the delivery of the Product on the date established in the terms of the previous paragraph 1 of this article, he must immediately notify R4 Automazioni srl in writing, specifying the reason and the time in which predicts will be able to accept delivery. 
17. If the Customer does not accept the delivery on the date or within the delivery term (according to the definition given in this article 11.1), he will in any case have to pay every part of the purchase price which has become due on the date or within the term previously set, as if the delivery had taken place. R4 Automazioni srl will arrange for the storage of the Product at the Customer's risk and expense. R4 Automazioni srl will also have to insure the product at the expense of the customer, if the latter requests it. 
18. If the delivery is not accepted by the Customer or is delayed at his request or for reasons attributable to him, starting from the fifth working day following the notification of completion or from the delivery date established whichever is earlier, he will be charged monthly storage costs, at the rate of ten percent (10%) per annum of the selling price of the Product. 
19. Unless the Customer's non-acceptance of the delivery is not due to any of the circumstances referred to in the following article 12, R4 Automazioni srl will have the right to request, with written notice, that the delivery be made within a reasonable definitive term. . If, for any reason not attributable to the responsibility of R4 Automazioni srl, the Customer does not accept the delivery within this period, R4 Automazioni srl may fully or partially terminate the contract by giving written notification. In this case, R4 Automazioni srl will have the right to withhold the sums paid as a deposit and to compensate for the loss suffered due to the Customer's default, if the sums withheld are not sufficient. Said compensation must not exceed that part of the purchase price that can be attributed to the part of the Product in relation to which the Contract is terminated, increased up to thirty percent (30%) by reason of any expenses incurred by R4 Automazioni srl. 

12. FORCE MAJEURE 
1. Each of the parties will have the right to suspend the performance provided for in the contract to the extent that any circumstance beyond the control of the parties prevents the performance or makes it excessively burdensome, for example: labor disputes, fire, war event, extensive military mobilization, insurrection, confiscation, seizure, embargo, restrictions on the use of power as well as inconvenience or delays in deliveries by suppliers or sub-contractors, which are caused by any of the circumstances mentioned in this article. 
2. If one of the circumstances mentioned in this article or another cause of Force Majeure occurs, regardless of whether this occurs before or after the formation of the contract, the right to suspension will be recognized only if its effects on the fulfillment of the contract could not have been foreseen at the time of the formation of the contract. 
3. The party who claims to have suffered the effects of Force Majeure must immediately notify the other party in writing of the fact that this circumstance has occurred and of its termination. The party will take all measures to limit its effects. 
4. Regardless of what may otherwise derive from these General Conditions, each of the parties will have the right to terminate the contract, subject to a formal notice to fulfill and notified in writing to the other party if the contractual fulfillment is suspended, by virtue of this article , for over twelve (12) months. 
5. The Customer cannot invoke the circumstance of Force Majeure if it arises after the expiry of the agreed delivery term or after the notification of the preparation of the Product. 
6. If the Customer invokes the circumstance of Force Majeure, he must in any case pay R4 Automazioni srl the price of the Product at the state of processing reached at the time of such invocation. 

13. ASSEMBLY
1. Only if expressly provided for in the Contract, R4 Automazioni srl will arrange, at the expense of the Customer, for the assembly of the Product in the place of destination. In this case, the Customer must, totally at his own expense, transport and place the Product in the area of use, prepare the premises and provide for the connection of the electricity network, the compressed air generator and anything else necessary for a correct installation of the machines as well as the necessary assistance, so that the staff of R4 Automazioni srl can effectively carry out the assembly and installation works. 
2. The transport of the Product, including the necessary packaging and the relative guarantees and insurance, will be exclusively at the expense and risk of the Customer. 

14. WARRANTY 
1. Any complaints relating to the external characteristics of the Product (apparent defects) must be notified to R4 Automazioni srl in writing and without undue delay, under penalty of forfeiture, within five (5) days from the date of receipt of the Product. 
2. Any complaints relating to defects not identifiable through a diligent check upon receipt (hidden defects) must be notified to R4 Automazioni srl in writing and without undue delay, under penalty of forfeiture, within five (5) working days from the date of discovery of the defect. The notification must contain a detailed description of the defect. 
3. If the defect is such as to cause damage, the Customer must immediately inform R4 Automazioni srl in writing. In the absence of such notification, the Customer must assume all risk of damage caused by this defect.
4. If the Customer fails to notify R4 Automazioni srl of the defect in writing within the terms set out in the previous paragraphs of this article, he will lose the right to have the defect corrected. 
5. It is understood that any complaints or disputes do not entitle the Customer to suspend or delay payments for the Product object of the dispute, nor, even less, for other Products that may be the subject of different contracts between the parties. 
6. R4 Automazioni srl is solely responsible for defects that arise in the context of the operating conditions set out in the contract and of an adequate use of the Product. The liability of R4 Automazioni srl will be limited to defects that become evident within one (1) year of delivery. If the daily use of the Product exceeds the agreed one, this period will be proportionally reduced. The warranty period is however limited to six (6) months, if the Product is used in more than one daily shift. 
7. In any case, R4 Automazioni srl is not liable for any damage resulting from any stoppage of production. 
8. R4 Automazioni srl will repair or replace the mechanical parts of its construction, found to be defective at the origin and not tampered with. 
9. The guarantee relating to machinery and components not built by R4 Automazioni srl, but purchased by the latter from third parties, will be that provided by each individual manufacturer. Under no circumstances does R4 Automazioni srl assume responsibility for the product performances of the parts procured by its suppliers. 
10. The Customer will autonomously and at his own expense uninstall and reassemble the equipment not made up of the Product, limited to what is necessary to correct the defect. 
11. Repairs must be carried out in the place where the Product is located unless R4 Automazioni srl deems it appropriate for the defective part of the product to be returned to it for repair or replacement. 

12. The cost of labor for the disassembly of damaged parts and the reassembly of those replaced, as well as travel costs, are excluded from the guarantee. 
13. Unless otherwise agreed in writing, the transport of the Product and / or any of its parts to R4 Automazioni srl and by R4 Automazioni srl, which is necessary to correct the defects, will be at the Customer's risk and expense. With reference to this transport, the Customer must follow the instructions of R4 Automazioni srl. 
14. The Customer will bear any additional cost contracted by R4 Automazioni srl for the repair, uninstallation, installation and transport in 
consequence of the fact that the Product is located in a place other than the destination established in the contract. 
15. If the defect of a part of the Product has been corrected, R4 Automazioni srl will be responsible for the defects of the repaired or replaced part under the terms and conditions established by this article. For the remaining parts of the Product, the term referred to in paragraph 6 of this article will be extended only to an extent equivalent to the period for which the Product was out of use due to the defect. 
16. R4 Automazioni srl is obliged to uninstall and reinstall the part if specific knowledge is required for this. Otherwise, R4 Automazioni srl is released from the obligations relating to the correction of the defect when it delivers the duly repaired or replaced part to the Buyer. 
17. If the Customer has provided the notification referred to in the first two paragraphs of this article, and no defect has been found whose responsibility is attributable to R4 Automazioni srl, the same will be entitled to compensation for the costs incurred following such notification , increased up to twenty percent (20%). 
18. The replaced defective parts will be made available to R4 Automazioni srl and will remain its property. 
19. If, within a reasonable period, R4 Automazioni srl does not fulfill its obligations pursuant to this article, the Customer may set, by giving written notification, a definitive term for the fulfillment of the same. If R4 Automazioni srl fails to fulfill its obligations within this definitive term, the Customer may take any direct action to correct the defect, directly or through third parties. Where such actions, undertaken by the Customer or by a third party, are successful, the reimbursement by R4 Automazioni srl of the reasonable costs incurred and documented by the Customer will extinguish the obligation of R4 Automazioni srl in relation to the aforementioned defect. 
20. If the correction of the defect referred to in the previous paragraph is not successful, the Customer will be entitled to prompt repair or replacement by R4 Automazioni srl. Failing this, it may request a reduction in the purchase price proportional to the reduction in value of the Product, it being understood that in no case may this reduction exceed the amount of fifteen percent (15%) of the purchase price of the Product. 
21. R4 Automazioni srl is not responsible for defects deriving from any materials supplied by the Customer, or from a project carried out on the indication of the Customer or for which the Customer has provided technical indications adopted against the opinion of the R4 Automazioni srl technicians. 
22. The responsibility of R4 Automazioni srl does not include defects caused by inadequate maintenance or repairs and incorrect installation by the Customer, nor by changes made without the written consent of R4 Automazioni srl. 
23. The responsibility of R4 Automazioni srl does not include ordinary wear and tear. 
24. Without prejudice to the provisions of the preceding paragraphs, R4 Automazioni srl will not be liable for defects in any part of the Product for more than eighteen (18) months from delivery. 
25. R4 Automazioni srl will not be responsible for any defects other than those provided for in this article. 

15. USE OF THE PRODUCT IN SAFE CONDITIONS 
1. The use of the machine is bound to the respect of what is contained in the supplied manuals. 
2. It is the Customer's responsibility to equip its personnel with the individual protection systems required by the application to safeguard the safety of the operators. 

3. It is the Customer's responsibility to arrange the training of operators according to the tasks required of them. 
4. It is the Customer's responsibility to arrange the correct insertion of the machinery in the production environment. 
5. It is the Customer's responsibility to guarantee the correct execution of maintenance operations. 

16. SHARING OF LIABILITY FOR DAMAGES CAUSED BY PRODUCT 
1.R4 Automazioni srl, their respective directors, administrators, employees, collaborators and agents will not be responsible for any damage to assets 
of the Customer and / or third parties, including any movable or immovable property in any capacity in the Customer's availability, which was caused by the Product after its delivery. 
R4 Automazioni srl, their respective directors, administrators, employees and agents will not be liable for damage caused by the Product to products manufactured by the Customer, or to products of which the Customer's products are part. R4 Automazioni srl, their respective directors, administrators, employees, collaborators and agents will not be liable for damage caused by the Product for physical injury or death of persons. 
2. The Customer must indemnify and hold harmless R4 Automazioni srl, their respective directors, administrators, employees, collaborators and agents from and against any expense (including, by way of example, reasonable legal fees) damage and loss suffered by any of said parties as a result of or in connection with a claim, petition, or legal action filed or initiated by a third party for bodily injury or death, material damage to property, or infringement of intellectual property rights. 
3. The limitation of liability of R4 Automazioni srl referred to in this article will not apply in the event that R4 Automazioni srl is responsible for gross negligence. 
4. Unless otherwise stated in these General Conditions, there is no liability on the part of R4 Automazioni srl towards the Customer, or anyone else interested, for non-production, loss of profit, non-use, loss of contracts or for any other indirect loss. 

17. EXPRESS TERMINATION CLAUSE 
1. This contract will be terminated by law in the manner provided for by art. 1456 cod. civ. if the Customer, in addition to the provisions of these general conditions: 
(a) suspend, in whole or in part, the payment of any sum due to R4 Automazioni srl; 
(b) disclose to third parties news and sensitive information relating to commercial relations with R4 Automazioni srl; 
(c) the capital guarantees placed to protect the satisfaction of the credit reasons of R4 Automazioni srl have decreased; 
(d) ask for extensions of the terms of payment; 
(e) has become unavailable; 
(f) changes have occurred in its corporate structure; 
(g) refuses to issue personal and real guarantees to R4 Automazioni srl. 
2. In the event of termination of the contract, the Customer, in addition to having to pay R4 Automazioni srl in full the amount due at the time of termination, will still have to fully compensate it for all damages suffered by the same as a result of its contractual breaches. However, the possibility remains for R4 Automazioni srl to request compliance. 

18. APPLICABLE LAW AND JURISDICTION 
1. The contractual relationship, although not specifically contemplated by this Agreement, will be subject exclusively to Italian law, with the exclusion of any provision relating to conflict of laws, and the United Nations Convention on International Sale and Purchase Contracts will not apply. merci (the "Vienna Convention"). 
2. The competent court for the resolution of any dispute, directly or indirectly deriving from the contractual relationship, will be the competent court in the territory in which the registered office of R4 Automazioni srl is located. However, no provision contained in this article will limit the right of R4 Automazioni srl to initiate legal actions against the Customer at another competent court.