General Terms and Conditions of Business
1. Scope of Application
Libellula proposes to its Customers the sale of a software system (thereafter referred to as “Software”) destined for programming and managing the manufacturing of sheet-metal parts. The present General Terms and Conditions of Sale (thereafter referred to as “CGV”) regulate the sales managed in Italy by Libellula towards its Customers (thereafter referred to as “Customers”). The information and features indicated in Libellula paper and/or electronic documents (catalogues, notices, data sheet, brochures, letters and so on), are meant to be supplied for information only. Libellula reserves the right to make on the Software any appropriate modification, also during purchase orders management, preserving the essential features and performances of the Software itself.
2. Estimates / Purchase Orders
The Customer has got to send a written, signed and stamped order (also by fax or email), detailing the reference of the ordered Software. Customer’s purchase orders are subordinate to acceptance by Libellula. The Customer has got to verify that the ordered Software features correspond, both at technical and functional level, to their intended use. Each accepted order is irrevocable, and no cancellation nor modification is allowed after the order acceptance by Libellula.
3. Price – Payment
Prices are meant in Euro and VAT-exempt. Libellula reserves the right to modify its price list at any time. The invoices issued by Libellula indicate the agreed payment term, beyond which, without need of any letter of notice, the late-payment interest foreseen by the law will be due. The missing payment of one only due date, for any reason, leads to term benefit loss, so Libellula will have the right to demand the whole amount still owed by the Customer. Libellula reserves the right either to stop the delivery until all overdue invoices are balanced or to cancel the underway orders, without prejudice to take legal action.
4. Ban on Compensation – Limitation of Liability
The Client is not authorized for any reason to stop payments or to compensate for its debt enclosing defaults on Libellula side. Anyhow, in case Libellula were liable to compensate the damage, the same Libellula will be held responsible only until the equivalent countervalue of the performed supply.
5. Software Upgrade and the Technical Support
Libellula guarantees the Software up to 12 months from related delivery date. Upon Customer’s interest, Libellula will provide additional technical assistance against the conclusion of a separate Contract. Libellula reserves the possibility to cease the commercialisation of any Software proposed to the Customers and indicated either in the price list, or on commercial and marketing documents, and/or to modify at any time the feautures of its products, and all this without any right on Customer’s side to demand any indemnity payment for damages.
6. The licence and the hardware key
The licences supplied by Libellula are protected with an hardware key device. Such device, in case of failure, will be replaced for free in the first three months from related delivery date, after returning to Libellula the faulty device. After the above-mentioned three months, it will be replaced only at hardware device price list and with the same returning mode of the previous device, as per above.
The licence protects all products handed out by Libellula including the Software, the possible customizations, the upgrades, the devices for licences storage, the hardware keys, the protection softwares and all related paper and/or electronic documentation.
The Customer signing the Purchase Contract is the only subject having the right to use the licences included in the Contract and he cannot lend, transfer, hire and/or sell them prior to a written and accepted agreement on Libellula side.
The Purchase Contract licences can be used in the seat agreed in the Purchase Order. A possible seat change foresees a written request to Libellula as well as related written acceptance by Libellula.
The licence delivered to the Customers has got a limited duration and its use shall be conditional on full payment, even if by instalment, as agreed in the Purchase Order. The failure to pay even one only instalment of the total amount – also related to ancillary services – within the terms foreseen in the Contract, will give Libellula the right to terminate the Contract, as well as the right to stop immediately the licence grant by not supplying the codes necessary for licences functioning definitive qualification, and also the right to retain all the sums already collected. Once that the full payment has been made, the Softwares licences will be for the Customer’s use with unlimited duration. For “payment” it is meant the effective transfer of the Software and/or the services performed amount as well as selling fees and relevant interests on Libellula’s account.
The Customer undertakes, at any time, to allow the identification or the claim of the delivered Softwares.
Softwares benefit from the legal guarantee against faults according to the Civil Code.
The Customer shall report in writing to Libellula, within the terms of law, possible noted faults or lack of quality. The burden of proof as regards the existence of the fault or of the lack of quality is the responsibility of the Customer.
Considering that they are features and properties of goods, only the description provided by Libellula will be considered as contractual.
The delivery is performed via direct delivery of the Software to the Customer.
Libellula undertakes to deliver the Software to the Customer by ninety (90) days from related order date, unless agreed otherwise. Delivery terms are stated as an indication.
The defect – partial or total, temporary or permanent – in the fulfilment of an order, because of reasons not depending on Libellula as well as the impossibility to make the Company work and to deliver or have goods delivered, does not involve any Libellula responsibility nor leads to any cancellation or refusal of the underway orders, and it cannot allow prices revision.
9. Intellectual Property Right
The Customer undertakes to respect all rights bounded to Company Libellula Intellectual Property, which he declares to know perfectly, including copyright. For the Customer it is forbidden – otherwise running into legal procedures risk – to reproduce, or have reproduced, totally or partially, either the brands or any other industrial property right entitled to Libellula, and/or to transfer to third parties any information of any kind, enabling the total or partial reproduction of such rights.
10. Force Majeure
Libellula is free from the duty to fulfil its obligations for any event not depending on its own will, which either prevents or delays Softwares delivery, that is contractually defined as “force majeure”. It is worth also in case of events within Libellula, such as black-outs, strike, epidemics, embargo, incidents, transport delays, impossibility to be supplied, raw materials defects, noteworthy political situation change in the Customer’s country, or any other event not depending on Libellula will leading to a total or partial “work interruption” at Libellula premises./p>
11. Different Provisions
All documents, of any kind, either delivered or sent to the Customer remain the sole and exclusive property of Libellula and, unless otherwise first agreed, they cannot be transferred to third parties for any reason. If Libellula should not avail itself, at a certain time, of one of the provisions included in these General Terms and Conditions of Sale, it could not be interpreted as if Libellula gave up using it further.
Any dispute arising between the parties in connection with business relationships, shall be of the exclusive competence of Libellula registered office Courts, namely the Court of Asti, independently from the delivery place and the accepted payment terms, as well as in case of introduction of third parties or of plurality of defendants. The relationships with the Customer are ruled by the Italian law. In the event of translation of these General Terms and Conditions of Sale into a foreign language, only the Italian version will be deemed with the authentic value.
The hereby General Terms and Conditions of Sale cancel and replace any prior General Conditions either written on our documents or otherwise agreed.