GENERAL CONDITIONS OF SALE

All commercial relationships between Marc-Ingegno s.a.s. and its Customers shall be solely governed by the General Conditions of Sale set forth hereunder, which shall prevail over all general purchase conditions from the Customers, even in the absence of any specific objection to their application. No modification or change to these General Conditions of Sale will be considered valid and effective, unless agreed in writing with Marc-Ingegno s.a.s. and bearing the signature of its duly authorized representative.

1. Internet website

The Catalogue available at www.marc-ingegno.it is constantly and regularly updated; its latest update refers to the currently in force issue, superseding and replacing any previous version. All drawings, product images and pictures are the exclusive property of Marc-Ingegno s.a.s. and their reproduction is forbidden without prior written consent of Marc-Ingegno s.a.s. Any proven violation thereof will be prosecuted under the terms of law.

For the purpose of improvement, Marc-Ingegno s.a.s. reserves the right to modify at any time its products’ construction details. In case of any substantial modifications – such as, for instance, changes affecting installation methods, product interchangeability features, etc. – prior information will be provided to those Customers with whom orders are pending.

2. Quotations

All quotations and sale offers issued by Marc-Ingegno s.a.s. have a 30 (thirty)-day validity starting from their date of issue and limited to the full supply of the items quoted therein. Once the above-mentioned period of time has expired, the quotations shall no longer be valid and Marc-Ingegno s.a.s. shall thus be discharged of any related commitment.

3. Orders

All orders shall be considered as accepted by Marc-Ingegno s.a.s. 3 (three) days after the order confirmation has been sent to the Customer and no objections or requests whatsoever have meanwhile been raised by the Customer in respect thereof.

The Customer shall make reference to the order confirmation content, as set out in the document issued and transmitted by Marc-Ingegno’s Sales Department.

The orders shall be executed in accordance with the Customer’s requirements, based on the product part numbers listed upon order placement and specified in the catalogue currently in force, or otherwise agreed with Marc-Ingegno’s Sales Department.

Once duly accepted by Marc-Ingegno s.a.s., the orders shall neither be modified in any aspect nor cancelled by the Customer, without the prior written consent of Marc-Ingegno s.a.s.

4. Prices

Unless otherwise stated in the order confirmation, the quoted prices do not include VAT and refer to ex-works delivery of the items.

Marc-Ingegno s.a.s. reserves the right to change its prices without prior notice, in the light of the market price levels and the exchange rate between Euro and the other currencies.

5. Payments

All payments shall be effected in accordance with the relevant terms mentioned in the relating sale offer or order confirmation.

Unless otherwise agreed, all payments shall be made in Euro.

Any price stated in currencies other than the Euro may be subject to adjustments resulting from the fluctuations of the relevant exchange rate.

In case of any delayed or irregular payments, Marc-Ingegno s.a.s. shall be entitled to take the following measures:

a) suspend any pending supplies, even if unrelated to the involved payment;

b)  modify payment terms or discounts on subsequent supplies, including the request for an advance payment or the issuing of additional guarantees;

c)  starting from the payment agreed deadline and without any letter of formal notice being needed, charge late-payment interests accrued on the yet outstanding amount, calculated according to the interest rate specified in the national laws currently in force and regulating all commercial transactions (pursuant to the Legislative Decree no. 231/2002, further modified by the Legislative Decree no. 192/2012 and its subsequent amendments and additions).

The above is, however, without prejudice to the right of Marc-Ingegno s.a.s. to seek full compensation for any greater damage suffered.

Furthermore, in all the above circumstances any sum that may on any account be due to Marc-Ingegno s.a.s. will be deemed as immediately claimable and payable. The Customer shall be bound to full payment of the supply amount, even upon the arising of any complaints, controversies or disputes whatsoever, which shall only be settled subsequent to payment of the amounts due.

6. Shipments

All shipments shall be carried out at the Customer’s charge and shall take place under his own direct responsibility. Marc-Ingegno s.a.s. ensures conformity of the delivered items and shall not be liable for any product damages caused by the forwarding agent (FCA Incoterms 2010).

Shipment can take place as agreed with the Customer. When shipment is entrusted to a Carrier, the supply delivery terms shall then be deemed to be Free Carrier (FCA Incoterms 2010). This means that all shipment-related risks pass to the Customer once the goods are handed over to the Carrier.

Delivery deadlines shall be seen as indicative only and are calculated in working days. Therefore, Marc-Ingegno s.a.s. shall not be liable for any damages resulting from advance or late delivery, whether full or partial.

In case the Customer has not fulfilled his obligations relating to the payment of past supplies, delivery periods shall be interrupted. Marc-Ingegno s.a.s. may postpone deliveries until receipt of full payment of the amounts due by the Customer.

7. Packaging

The packaging provided is suitable and shall be invoiced at cost price, as stated in the quotation.

8. Justified delays

Marc-Ingegno s.a.s. shall not be liable for the non-performance of the obligations set out in the contract, to the extent where non-performance is resulting directly or indirectly from any of the following circumstances:

• reasons for which Marc-Ingegno s.a.s. is not responsible and/or any events of force majeure;
• actions or omissions attributable to the Customer, including his failure to provide the requested information, drawings, approvals, materials and anything else that may be required by Marc-Ingegno in order to proceed with the order execution and the subsequent supply of the goods;
• the Customer’s failure to comply with payment terms;
• impossibility to obtain any materials, components or services required for the job performance and the goods’ supply.

Upon the occurrence of one of the above-mentioned circumstances, Marc-Ingegno s.a.s. will not fail to notify the Customer accordingly and inform him about the expected delay’s length and updated delivery date. Should the delay suffered by Marc-Ingegno s.a.s. result from the Customer’s actions or omissions or be affected by specific activities required and carried out by the Customer’s subcontractors and suppliers, Marc-Ingegno s.a.s. shall then have the right to a fair adjustment of the selling price.

9. Returns of goods

Unless authorized in advance, returns of goods for any reason whatsoever shall in no case be accepted.

Marc-Ingegno s.a.s. reserves the right to charge a 15% restocking fee for the items for which replacement has been requested.

10. Non-compliances

Upon receipt of goods at destination, the Customer shall check and control the items without any delay and notify in writing Marc-Ingegno s.a.s. – within 5 (five) days from delivery date – of any discrepancies found in the received products compared to type and quantity stated in the order, as well as of any other apparent lack of conformity on the products.

Should no notification be received within the above-mentioned time limit, the items delivered shall be deemed as compliant to the Customer’s order.

In case of flaws and defects which are hidden or undetectable to the average eye, from discovery of any such non-compliances the Customer shall have to notify them in writing to Marc-Ingegno within 8 (eight) days. Lacking such notice from the Customer within 12 (twelve) months from goods’ receipt at the agreed destination, the Customer shall in all cases forfeit any right to raise non-compliance claims or compensation requests.

11. Warranties and Liabilities

Unless otherwise agreed in writing with the Customer, Marc-Ingegno s.a.s. ensures that the supplied products – with the exception of the product components which have not been manufactured by Marc-Ingegno s.a.s. – are free from any flaws or defects and guaranteed for a period of one year (or two years) starting from the relevant delivery date at the Customer’s works, based on the following conditions:

• one year from delivery, in case of trade sale to all foreign Customers;
• two years from delivery, in case of trade sale to all Italian Customers and/or natural persons.

The warranty is held to be valid only if the Customer provides evidence that the full set of documents relating to the products within the supply – including, though not limited to, batch label, invoice, delivery note, packing list – are in his possession and have been kept by the Customer in their entirety. Whenever invoking the warranty coverage, explicit reference to the documentation above shall be made by the Customer in all relevant correspondence.

Warranty requests shall only be taken into account if supported by the original documents and identification details issued by Marc-Ingegno s.a.s.

The warranty shall not apply if the components supplied by Marc-Ingegno have suffered tampering, modifications and/or misuse and it is, however, limited to the products installed on the aircraft directly by Marc-Ingegno s.a.s. or to the products whose installation had been authorized by Marc-Ingegno s.a.s.

The aircraft’s or vehicle’s compatibility of the components supplied by Marc-Ingegno s.a.s is and remains however the responsibility of the manufacturer of the involved aircraft and vehicle, or of the component installer.

As to the items not manufactured by Marc-Ingegno s.a.s., they are covered by the warranty issued by the relevant manufacturer.

Unless otherwise agreed between Marc-Ingegno s.a.s. and its Customer, any products for which a claim has been raised shall immediately be returned to Marc-Ingegno’s works at the Customer’s cost and expense or to any other place specified case-by-case by Marc-Ingegno, so as to enable the performance of the required inspections.

Should the products show any conformity defects and the Customer, while giving notification thereof, declare his unwillingness to keep the products, Marc-Ingegno s.a.s. shall decide at its choice to either:

a) replace the defective products with compliant ones, with no additional charges for the Customer,

or

b) repair the defective products, with no additional charges for the Customer,

or

c) refund the Customer the price paid for the non-compliant products.

In case of damages caused by any defects found in our products, Marc-Ingegno’s liability is limited to the replacement of the items deemed as defective (though not including their installation), after due controls and the event dynamics relevant appraisal have been carried out by Marc-Ingegno s.a.s.

The replacement of a part, or part component, under the terms of this warranty does not give the right to any extension or new start of the warranty period. The purchase date of the original part or component shall apply as to warranty coverage.

No claims under this warranty shall be accepted in the event of defects and damages resulting from misuse by the Customer or for any repairs and work carried out by unauthorized persons. This warranty shall similarly be invalidated further to tampering of the assembly parts as well as to defects and damages caused by fall, breakage, lightening or liquid infiltration.

12. Compensation for damages

With the sole exception of willful default and gross negligence, Marc-Ingegno shall not be liable for any damages whatsoever resulting from or relating to defects in the products. In no case shall Marc-Ingegno sas be held liable for indirect or consequential damages of whatsoever nature such as, but not limiting to, losses arising out of the Customer’s production downtime, lack of profit or gain, non-use or technical stoppage of the aircraft or any related machine.

The Customer’s right to receive compensation for damages shall in any case be limited to a maximum amount equal to the value of the defective or flawed products.

13. Confidentiality 

The purchaser undertakes to treat any information, data, drawings, know-how and documentation received or obtained from Marc-Ingegno s.a.s. as strictly confidential and to exclusively confine the use of and the access to such restrictive information and documentation to the purposes inherent to the order execution. Any confidential information or documentation shall only be reproduced with the prior written consent of Marc-Ingegno s.a.s. and all copies thereof shall immediately be returned on written request.

The above provisions do not apply to:

• information which already is or has come into the public domain, though not further to the disclosure by the Customer, his employees and staff;
• information which was known to the Customer before engaging in business with Marc-Ingegno s.a.s.;
• information disclosed by sources which are not placed under the above restrictions on use arising out of the business relationship established with Marc-Ingegno s.a.s.;
• information for which third-party disclosure was duly authorized in writing by Marc-Ingegno s.a.s.

14. Processing of personal data.

The Purchaser’s personal data shall be processed in accordance with the Italian provisions of law regulating the processing of personal data (Legislative Decree no. 196/2003 and its subsequent amendments and additions). The Customer is informed of the fact that Marc-Ingegno s.a.s. is responsible for the data processing and that the Customer’s personal data are collected and processed solely for the purpose of the order execution. Under article 7 of the Legislative Decree 196/2003 and its subsequent amendments and additions, the Customer shall have the right to request updating, correction, completion, cancellation or anonymization of its own data.

15. Applicable law and competent jurisdiction

These general conditions of sale shall be governed by the laws of Italy.

In case of discrepancy and/or conflict between the Italian and English versions, the Italian text shall prevail.

All disputes shall be referred to the exclusive jurisdiction of the Court of Vercelli (Italy).