All deliveries and services, including the sale of software, are carried out by Dimac Red s.p.a. (hereinafter Dimac) solely in accordance with these terms and conditions of sale and payment. Any other different condition indicated in any form by the customer is expressly excluded. Other condition shall be legally binding only if accepted by Dimac in writing and in advance with reference to the Customer Purchase Order/Contract. The order issued to Dimac and the acceptance of goods delivered by Dimac will constitute the customer's acceptance of these conditions. Any clause or purchase condition included in Customer’s purchase order will not be considered applicable to the contract. Dimac purchase order acknowledgement does not imply any purchase order condition acceptance unless previously agreed in writing between the parties for the same contract.
Terms, conditions, prices and deliveries included in the Dimac’s quotations can be changed in case the modifications come from the Suppliers/Manufacturers. Specific agreements or modifications of these conditions require Dimac written acceptance. Dimac reserves the right to make changes to the design or to any other technical data and characteristics of the product for the purposes of technical improvement, or in case the changes has been introduced by the Manufacturer of the commercialized product. Any drawing, design or other documentation attached to the offer are provided for the exclusive use of the customer, who is prohibited from making copies or disclosing them to third parties without prior written authorisation by Dimac. Any apparent oversights, printing errors, computational errors, spelling mistakes or calculation mistakes are not binding for Dimac and shall not give to the customer any rights to claim damages or reimburse.
Prices are ex-Dimac premises (or warehouse) and do not include legally-applicable value-added tax. Packaging and shipment costs shall be borne by the customer, unless otherwise agreed. The customer is not allowed to wholly or partially withhold or delay payments for any reason. Payment terms must be the ones indicated in the Dimac offer, unless any different condition has been previously agreed and accepted with a Dimac written confirmation.
The delivery period shall begin from the date of reception of Purchase order at Dimac. Dimac shall not be liable for delivery delays due to force majeure events, which include strikes, lockouts, wars, police actions, sabotages, flooding, meteorological events, earthquakes, etc. The above also applies to time lags caused by delays in delivery to Dimac of products by its Subcontractors/Suppliers. The respect of the delivery terms by Dimac is conditional upon compliance of the contractual obligations by the Buyer. Any penalty claimed by the Purchaser due to missing delivery in the due time or due to any other reason whichever it is, must be previously agreed and unequivocally accepted in writing by Dimac before the purchase order / contract issuing.
The good delivery automatically implies good acceptance by the Purchaser within fifteen (15) solar days starting from the day of its reception. Dimac cannot be considered liable of any occurred problem and/or consequence, if the above period of time elapsed without any notification from the Customer, Dimac reserves the right to check and decide how to manage the goods which formal defect/failure notification has been issued after this foreseen period of time. In case of hidden defect, the above mentioned term is running from the date in which the defect has been found out.
With the delivery of any material/hardware that contains any kind of software, Dimac transfers to the customer the non-exclusive and non-transferable usage rights which are limited to the productive life of the relative hardware, for the hardware product indicated in each specific case. Dimac shall retain ownership of the copyrights, industrial property rights and all of the relative industrial protection rights, on some products (software and/or hardware) specifying this in the quotation. The right to make copies shall be granted exclusively for the purpose of data security and backup and shall be limited to one copy, with the removal of any copyright notices prohibited. Transfer to third parties is not permitted without specific written authorisation by Dimac. In this case, said third parties must accept these terms and conditions in writing. Modifications are not permitted.
The products supplied by Dimac are warranted for a period of 12 months unless otherwise specified in the quotation. Warranty starts from the date of goods delivery or services completed to the Customer. Parts subject to wear and tear are excluded from this warranty, unless otherwise stated in the quotation.
Any defect must be reported to Dimac in writing within 15 (fifteen) days from receipt of the goods or occurrence of the defect. Any and all claims resulting from defects in the item(s) supplied shall be refused unless reported to DIMAC within 15 days from item delivery or from occurrence of the defect. The customer shall allow Dimac enough time and opportunity to carry out the repair or the replacement delivery, otherwise Dimac shall not be liable for the ensuing consequences. Dimac shall not be liable for any product defects and any consequence that occur, directly or indirectly due to the following reasons: unsuitable or improper use or storage performed by the customer or by a third parties not authorized by Dimac; faulty installation by the customer or by third parties; unauthorised repair and modification attempts; ordinary wear and tear; erroneous or negligent handling or storage; and chemical, electrical or similar effects outside of Dimac's control, as well as in all cases of improper use and use that is not envisaged or contemplated by or not compliant with the provisions of applicable user manuals and catalogue sheets.
If use of the item supplied violates industrial property rights or national copyrights, Dimac shall obtain the necessary rights to allow the customer to continue using the subject item or modify the item in a manner acceptable to the customer, ensuring that the copyright infringement no longer exists. If this is not achievable in an economically feasible/acceptable way or within a reasonable amount of time, Dimac shall have the right to withdraw from the contract, without any penalty.
Certain materials can be or become restricted to export/import (e.g. USA ITAR rules); in this case Dimac cannot and must not be considered responsible of such restrictions. In case of, after the purchase order issuing, the materials/performances subject of the contract will be restricted for any cause (till to the impossibility to be delivered), the Customer must respect anyway the contract and a possible purchase order cancellation must be agreed with Dimac, recognizing Dimac with all costs/penalties that the cancellation result in, up to the total amount of the order. In case of the service/performance requested to Dimac becomes impossible to be partially or completely fulfilled for any reason not due to Dimac capabilities and or responsibility, the Customer may withdraw from the contract and agree with Dimac any clause of the cancellation, recognizing to Dimac all cost/penalties that the cancellation require. Any unilateral purchase order / contract cancellation is not permitted unless Dimac will be recognized with all the incurred costs up to the total amount of the Purchase Order / Contract.
All products supplied by Dimac Red S.r.l. have not been specifically designed for use in applications or systems to be surgically inserted in the human body or in systems to be used in nuclear environment. In case the Customer is going to use the products supplied by Dimac in medical or nuclear applications, he must previously request and receive a document signed by Dimac and/or by the product’s Manufacturer, certifying the product suitability for the intended application.
The customer undertakes to handle all information, know-how and other industrial secrets in connection with the execution of orders with the utmost confidentiality and not to transfer or disclose any information, documentation, file, drawings, sketches or other paper material to third parties without express authorisation by Dimac. In particular, the customer agrees to keep confidential all information and data, of both technical and commercial nature, exchanged between the parties during execution of the supply pursuant to these terms and conditions. Dimac shall also treat all customer data as confidential, in accordance with the provisions of Law 196/03. Requiring a quotation to Dimac, the Buyer expressly agrees to authorize Dimac to handle all the sensitive and/or personal data according to Italian D.L no. 196/2003, with the scope to record and correctly manage and process the order.
Any disputes shall be under the exclusive jurisdiction of the Court of Milano.
Italian law shall apply.