General Terms and Conditions of Sale

This document sets out the general terms and conditions of sale applicable to the supplies of goods and services offered by Contech S.r.l., as described and detailed in the quotation addressed to the Client, of which this document forms an integral part.

The conditions set out herein govern the contractual, financial, operational and liability aspects of the activities carried out by Contech, including, by way of non-exhaustive example, industrial automation services, software development, electrical engineering, electrical supplies, commissioning activities, technical support and specialist consultancy.

Unless otherwise expressly stated in the quotation or in any contractual documents signed between the parties, all supplies and services performed by Contech are governed exclusively by these conditions.

By accepting the quotation, the Client declares that it has read, understood and fully accepted the conditions, clauses and terms described herein, without any reservation whatsoever.

In the event of inconsistencies, discrepancies or divergences between the various documents governing the contractual relationship between Contech and the Client, the following order of precedence applies, in descending order:

1. Quotation, also understood as the financial offer or commercial proposal.
2. Any specific contract signed between the parties.
3. Any technical specifications, statements of requirements or supply annexes.
4. General terms and conditions of sale, which are the subject of this document.

These general conditions apply in any case to all aspects not expressly governed by the higher-ranking documents.

The financial offer is in the nature of a technical and financial assessment and is not binding on the parties, either technically or commercially, before the related order is issued. The validity period of the offer is indicated in the quotation itself.

The proposal may be accepted in one of the following ways:

• signature of the financial offer by a manager of the Client and transmission by email to amministrazione@contech.xyz;
• issue of a purchase order expressly referring to the offer number.

Upon acceptance of the offer, all the conditions, clauses and terms set out in this document and in any contractual annexes are deemed approved. The start of the activities is in any case subject to order confirmation by Contech, to payment of any advance instalment and to delivery, by the Client, of the documentation necessary to carry out the activities.

The services offered by Contech include, where expressly provided for in the offer, the following activities:

• development, modification and maintenance of industrial automation software;
• development, modification and maintenance of supervisory, HMI and SCADA software;
• development of custom software applications, including applications integrated with third-party systems;
• technical analysis, specialist consultancy and engineering support;
• commissioning, acceptance testing and operational support of automated plants;
• remote and on-site technical support;
• issue and revision of software specifications and technical documentation.

Unless otherwise indicated, the development software, licences and tools required for the configuration, calibration or diagnostics of third-party devices and systems must be made available by the Client.

Where explicitly provided for in the offer, Contech provides electrical engineering services such as:

• design, revision and updating of electrical diagrams;
• definition of electrical and automation architectures;
• support for the construction and verification of electrical panels;
• electrical FAT activities;
• support for the energisation and functional checks of plants.

Electrical engineering activities are carried out on the basis of the information, input data and requirements provided by the Client, which guarantees that they are complete, correct and compliant with the applicable regulations.

Where expressly provided for in the offer, the supply also includes:

• on-machine electrical wiring;
• supply of electrical materials and components;
• installation and connection of electrical and electronic devices;
• support for electrical integration activities on existing machines or plants.

In the absence of an explicit indication, materials, components, works and activities not expressly mentioned in the quotation remain excluded from the supply.

Contech is authorised, pursuant to Italian Ministerial Decree No. 37/2008, to issue declarations of conformity (Di.Co.) for electrical installations and, where applicable, to manage the activities related to CE marking.

The activities of CE marking, risk assessment, preparation of the technical file and issue of declarations of conformity are not included in the supply unless explicitly indicated and specifically quoted in the quotation or in the contractual documentation.

Unless otherwise expressly indicated, the following are in any case excluded from the supply:

• materials, components and devices not explicitly indicated;
• design or regulatory compliance upgrade activities not provided for;
• certifications, type approvals or inspections required by third-party bodies;
• interventions on plants, systems or parts not forming the subject of the supply;
• liabilities arising from errors, omissions or discrepancies in the data provided by the Client or by third parties;
• resolution of issues not directly attributable to the activities carried out by Contech.

By way of example, excluded activities include regulatory compliance upgrades of pre-existing plants, modifications requested after the event with respect to the agreed supply, activities on systems not included in the contractual scope and any service not formally approved.

Unless otherwise explicitly indicated in the quotation or in the contractual documentation, all activities involving software development include delivery of the source files and of any associated technical documentation.

The source code is delivered exclusively upon completion of the activities provided for in the supply and once the amounts due have been paid, unless otherwise provided in agreements formally signed between the parties.

Delivery of the source code does not in any way entail the assignment of the intellectual property rights, which remain vested in Contech, but solely the right of use by the Client for the purposes provided for in the contract.

In carrying out the activities, Contech may use methodologies, procedures, software libraries, function blocks, proprietary components or portions of code subject to know-how protection. Such components may be supplied with limited or protected access, including read-only access, and are in no case subject to assignment, disclosure or reuse.

Contech shall not be liable for malfunctions, anomalies or damage arising from modifications, additions or interventions made by the Client or by third parties on the software, systems or components supplied, where such interventions have not been authorised and agreed in writing in advance.

Any unauthorised intervention results in the forfeiture of any warranties and releases Contech from all liability relating to the correct operation of the systems concerned.

The Client undertakes to provide Contech with all the information, data, technical documentation and access necessary to carry out the activities, guaranteeing that they are complete, correct and up to date.

The Client is responsible for the availability and suitability of the plants, systems, infrastructure and tools necessary to perform the activities, including, by way of example, power supplies, communication networks, remote access, software licences and safe working environments.

Any delays, suspensions or inefficiencies arising from shortcomings, errors or unavailability attributable to the Client or to third parties cannot be attributed to Contech and may entail a revision of the timescales and costs of the supply.

Any documentation needed to allow access to construction sites, production sites or premises of the Client, as well as any documentation required to verify Contech’s compliance with social security contribution, insurance or administrative obligations, must be requested with a minimum notice of 10 working days. Requests must be sent exclusively to the email address amministrazione@contech.xyz.

Such documentation includes, by way of non-exhaustive example: DVR (risk assessment document), DURC (certificate of regular social security contributions), DUVRI (interference risk assessment document), POS (operational safety plan), self-certifications, Chamber of Commerce company register extracts, insurance policies, training certificates, identity documents, medical fitness certificates, PPE delivery forms.

Requests received with shorter notice cannot be guaranteed to be fulfilled within the time requested, and any suspensions or delays in the activities resulting from this cause cannot be attributed to Contech.

Contech’s activities may depend, wholly or partly, on technologies, hardware components, software, operating systems, firmware, cloud services or platforms provided by third parties. Contech shall not be liable for delays, malfunctions or limitations arising from changes, updates, discontinuations or commercial policies adopted by third-party suppliers, nor for incompatibilities introduced after the supply.

Any modification, addition or variation to the originally agreed scope of supply must be formally requested in writing by the Client. Contech reserves the right to assess the technical, financial and time impact of the requested variations and to make a specific supplementary proposal, which must be approved by the Client before the activities start.

In the absence of formal approval, Contech is not obliged to act upon requests falling outside the defined contractual scope.

Fixed-price activities involve a fixed fee, defined on the basis of the scope of supply, the technical specifications and the agreed operating conditions. The fixed-price fee is deemed valid exclusively provided that the envisaged supply conditions are complied with, including, by way of non-exhaustive example:

• availability and correctness of the input data provided by the Client;
• stability of the technical and functional requirements;
• absence of modifications or additions with respect to the agreed scope.

Any variation, addition or request entailing an extension of the originally defined scope will cause the fixed-price quotation to lapse for the activities concerned and shall be subject to a specific assessment and an additional quotation.

Time-and-materials activities are invoiced on the basis of the time actually spent and the resources involved, according to the hourly or daily rates indicated in the quotation. Time-and-materials activities include, by way of example:

• technical support activities;
• operational support and consultancy;
• on-site or remote interventions;
• activities that cannot be fully defined at the offer stage;
• requests made after acceptance of the quotation.

Working time is accounted for including, where applicable, preparation, analysis, execution, testing, support and documentation activities. Any surcharges, travel, travel days or activities performed under special conditions will be accounted for as provided in the following chapters.

The hourly and daily rates indicated in the quotation depend on the professional profile requested by the Client or deemed suitable by Contech, according to the level of experience in the relevant field of application:

• Junior: at least 1 year of experience;
• Expert: at least 4 years of experience;
• Senior: at least 8 years of experience.

Contech reserves the right to deploy a profile of a higher level than the one quoted, without any change to the agreed rate. The deployment of a higher-level profile at the Client’s request entails the application of the corresponding rate.

Working hours are accounted for rounded up to the next hour.

Unless otherwise indicated in the quotation, Contech applies the following types of travel:

• Day-Return Travel (Trasferta A/R): outbound and return journey on the same day, within 100 km of the nearest Contech office.
• Italy Travel (Trasferta Italia): assignment with one or more nights away from base within Italian territory.
• Europe Travel (Trasferta Europa): assignment with one or more nights away from base within European territory.
• World Travel (Trasferta Mondo): assignment outside European territory.
• Hardship countries (Paesi disagiati): assignments in locations with complex health or logistical conditions.
• At-risk countries (Paesi a rischio): assignments in locations with a significant security risk.

The rates applicable to each type, including any surcharges, are indicated in the quotation.

All countries which, at the date of the intervention, are shown on the “International SOS and Control Risks Travel Risk Map” with a variable, high or very high medical risk are considered hardship countries. The same classification also covers hardship sites such as, by way of example, ships, offshore platforms and operational camps.

All countries which, at the date of the intervention, are classified on the same map with a medium, high or extreme security risk are considered at-risk countries. The applicable classification is the one in force at the date of the intervention.

Unless otherwise explicitly indicated in the quotation, the Day-Return Travel, Italy Travel and Europe Travel rates are deemed to include travel, board and lodging costs (T&L). The choice of means of transport, accommodation facilities and ancillary services is at Contech’s discretion, in accordance with criteria of adequacy, safety and common sense.

For resources with a Senior profile, business class travel is provided for in the following cases:

• intercontinental flights;
• rail journeys lasting more than three hours.

In exceptional cases, assessed on a case-by-case basis at the offer stage, Contech may provide for T&L costs to be unbundled also for travel within Italy or Europe. In such cases, the expenses will be invoiced separately at cost, against receipts.

For World Travel, unless otherwise indicated in the quotation, travel, board and lodging costs (T&L) are always excluded from the rate and are invoiced separately at cost, against receipts. Reimbursable expenses include, by way of example:

• air and rail tickets and tickets for other means of transport;
• overnight stays, meals, laundry, tourist taxes and local charges;
• visas, travel insurance, security costs and entry formalities;
• vehicle hire, fuel, taxis, chauffeur-driven car hire (NCC), parking, tolls and local travel.

Expenses advanced by Contech on behalf of the Client are reimbursed with a surcharge of 10% as an administrative fee, upon presentation of the related invoices or receipts. The surcharge does not apply to expenses incurred directly by the Client.

Working time during travel also includes travel hours and is calculated from the moment Contech personnel leave the office or the accommodation until the moment they return. Internal movements, transfers between sites and the ancillary activities necessary to perform the services are considered working time for all purposes.

Unless otherwise indicated in the quotation, in the case of travel a flat daily rate equivalent to 10 working hours applies, regardless of the actual working hours. Hours exceeding 10 hours per day are considered overtime and are invoiced with a surcharge of +50% on the applicable hourly rate.

Activities performed:

• during night-time hours (22:00–06:00),
• on public holidays,

are invoiced with a surcharge of +50% on the applicable hourly rate for the hours concerned. Overtime and/or night hours must be agreed and authorised in advance, except in cases of operational urgency.

When travelling, the working days and the public holidays are those of the rate applied, as indicated in the quotation. Normally work is carried out six days out of seven, from Monday to Saturday, while Sundays and Italian national public holidays count as public holidays; some rates provide for different days, for example from Saturday to Thursday in countries where Friday is the day of rest.

Days dedicated exclusively to travelling are considered an integral part of the assignment and are subject to the full travel rate indicated in the quotation.

If, during an assignment, there are days that are partially or wholly non-operational for reasons not attributable to Contech (by way of example: unavailability of the plant, lack of materials, enforced stoppage, local holidays, operational waiting times), such days will nevertheless be invoiced at the full travel rate provided for in the quotation.

An indicative number of hours, working days and travel days may be estimated in the financial offer, calculated on the basis of the Client’s requests and Contech’s assessments. Contech reserves the right to recalculate them, on a monthly basis or at the end of the travel assignment, in the event of an extension of the assignment or of the need to apply or modify the envisaged surcharges.

Where the use of an own vehicle or of a vehicle made available by Contech is provided for or authorised, a mileage allowance may be applied according to the rate indicated in the quotation. In the absence of any other indication, the mileage allowance is €0.80/km, plus any tolls and parking charges.

Activities quoted on a fixed-price basis are invoiced as follows, depending on the total amount of the supply:

Delivery is deemed to have taken place when the materials, software or documentation provided for are made available, regardless of their actual use by the Client.

Activities quoted on a time-and-materials basis, including support activities, operational support, on-site or remote interventions, travel, travel days and non-operational days, are invoiced monthly. Invoicing refers to the activities carried out during the relevant month.

Where the invoice is issued at the beginning of the following month, and in any case by the 15th day, it will bear as invoice date the last day of the relevant month. Any reimbursable expenses at cost, against receipts, are invoiced together with the time-and-materials activities, unless otherwise indicated, and bear the 10% surcharge as an administrative fee provided for in the section “Travel with T&L excluded and expenses at cost, against receipts”.

Where a request for authorisation to invoice is provided for, the Client must approve or dispute it in writing within three working days of receipt. Once this period has elapsed without a response, the request shall be deemed accepted without reservation.

The financial offer may indicate estimated values for hours, working days, travel days or overall durations of the activities. Such estimates are purely indicative and may be recalculated by Contech, on a monthly basis or at the end of the activities, in the event of:

• extension of the activities;
• changes to the scope of supply;
• the need to apply surcharges;
• delays or suspensions not attributable to Contech.

Where a project or part of it is delayed or suspended for reasons not attributable to Contech, including, by way of example, unavailability of the plant, delays by the Client or by third parties, or lack of materials, documentation or authorisations, Contech reserves the right to progressively release invoicing. In particular:

• after 30 days from the date scheduled for the continuation of the activities, Contech may invoice until the amount invoiced reaches 50% of the total amount of the supply, including what has already been invoiced;
• after 60 days, until it reaches 90% of the total amount of the supply, including what has already been invoiced.

Any final balance may be made conditional upon completion of the remaining activities, unless otherwise agreed between the parties.

Unless otherwise indicated in the quotation, the following payment terms apply:

• fixed-price and time-and-materials activities: 60 days from invoice date, end of month;
• hardware supplies: 60 days from invoice date, end of month;
• reimbursement of expenses at cost, against receipts: immediate payment (rimessa diretta).

The payment terms and the related due dates are shown on the invoice. All fees indicated in the quotation are exclusive of VAT and of any other tax, duty or statutory charge, which remain payable by the Client.

In the event of late payment with respect to the agreed due dates, Contech reserves the right to suspend the activities in progress and any deliveries, without incurring any liability or penalty as a result.

The suspension of activities does not entail any waiver of the right to invoice the activities already carried out, nor any change to the agreed financial conditions.

Amounts not paid by the agreed due dates shall bear, without the need for formal notice of default, the late payment interest provided for by Italian Legislative Decree No. 231/2002 on late payments in commercial transactions, without prejudice to compensation for any greater damage.

The mechanical, electrical and electronic components supplied by Contech are covered by a warranty against defects in materials and manufacture for a period of 12 months from the date of delivery or of putting into operation, if provided for.

The following are in any case excluded from the warranty:

• parts subject to normal wear and tear;
• materials or components supplied by third parties;
• components installed or used under conditions other than the design conditions.

The warranty shall lapse if:

• unauthorised modifications, repairs or interventions are carried out;
• non-compliant spare parts are used;
• adequate maintenance is not performed;
• the plant or the components are used beyond the design limits.

Software developed or supplied by Contech is covered by a warranty for a period of 12 months from the date of delivery or from completion of the activities. Signature of the acceptance test report, where provided for, certifies the functional conformity of the software with what was agreed and entails its acceptance by the Client.

It is understood that any evident and reproducible software defects attributable to development errors and found after the acceptance test are covered by the warranty and will be corrected by Contech. Such interventions will be scheduled according to Contech’s normal operational availability and will not have priority, unless the Client has a dedicated support and maintenance contract providing for specific service levels.

Software warranty interventions are carried out remotely, where technically possible, provided that the Client makes adequate and secure connections to the systems concerned available. Where the warranty intervention necessarily requires presence on site, the related day of intervention will nevertheless be invoiced at the rates in force, possibly with the application of a discount to be defined at the offer stage or in a specific agreement.

The following remain in any case excluded from the warranty:

• malfunctions arising from modifications made by the Client or by third parties;
• incompatibilities due to updates of operating systems, firmware or third-party software;
• improper use or use not in accordance with the documentation provided;
• security issues arising from the absence or inadequacy of protection systems (firewalls, antivirus, access management, unprotected networks).

The warranty covers exclusively the diagnosis and correction of the defects covered and does not include:

• enhancement or improvement interventions;
• functional modifications requested subsequently;
• activities not directly related to the removal of the defect.

Activities not covered by the warranty will be subject to a specific quotation and invoicing.

The parties undertake to keep confidential all information, data, documents, technical solutions, methodologies and knowledge that come to their knowledge in the course of performing the supply. Such information may not be disclosed or used for purposes other than those strictly necessary for the performance of the contract, save where required by law or with the written authorisation of the party owning the information.

The confidentiality obligation also extends to the employees, collaborators, consultants and subcontractors of the parties.

Contech may use the name, the trademark or references to the Client exclusively for the purposes of commercial references, presentation of case studies or marketing activities, unless otherwise indicated in writing by the Client.

Contech makes available to the Client a dedicated channel for submitting complaints, reports or formal communications relating to the supplies and services provided. Reports must be submitted through the dedicated platform available at the following address: complaints page.

Use of this channel enables structured and traceable handling of reports. It is understood that any complaints do not suspend the payment obligations provided for by the contract.

Neither party may be held liable for delays or failures to perform due to force majeure events, including, by way of example, natural events, wars, riots, strikes, pandemics, interruptions of essential services, measures taken by the authorities or events otherwise beyond the reasonable control of the parties.

The party invoking force majeure must promptly notify the other party and undertake to limit the effects of the event as far as possible.

The parties undertake to process personal data in compliance with Regulation (EU) 2016/679 (GDPR) and with the applicable national legislation. Each party is responsible, as an independent controller, for the processing of personal data carried out within the scope of its own activities and undertakes to adopt appropriate technical and organisational measures to protect the data processed.

These general conditions and every contractual relationship between Contech and the Client are governed by Italian law. Any dispute arising from the interpretation, performance or validity of the contract shall fall within the exclusive jurisdiction of the Court of the place where Contech S.r.l. has its registered office, unless otherwise provided by mandatory provisions of law.