1) CONTRACT: these general terms and conditions apply to the contract of sale between Asem srl (hereinafter “Asem”) and your company (hereinafter “Customer”) formed by the offer, the order and the order confirmation (with its Special Conditions) and having as object the products indicated in the order confirmation (hereinafter “Products”). The General Conditions are to be considered as exclusive discipline of the conditions of supply, unless otherwise specified in the order confirmation and in its Particular Conditions.


The following terms shall have the following meanings:

Products: means the products indicated in the order confirmation;

Contract: means the order for the supply of the Products sent by the Customer to ASEM and accepted by ASEM with the order confirmation;

General Conditions: these are the terms and conditions that govern the contractual relationship;

Special Conditions: these are the specific terms and conditions that, even in derogation to the General Conditions, are indicated in the order confirmation; Contractual Documents: means all the documents and documents indicated by the Contract and the General Conditions;

Extraordinary Maintenance: means the construction of works and modifications to renew or replace even structural parts of the Products, which do not involve substantial changes in technical functionality or an increase in the performance of the same Products;

Replacement of Product Parts: means the replacement of worn or damaged elements within a product, while remaining unchanged its characteristics and working conditions;

Installation: the installation of a product or part of a product, undertaken to verify its correct functioning at the Customer’s premises and includes the phase of mechanical assembly, interfacing and connection to the energy sources provided by the Customer;

Assembly: means the mechanical assembly of the product.

3) SUPPLY: The supply is understood to include all the elements and parts of the Products as described in the order confirmation. However, all masonry and fastening work, including electrical and air connections, commissioning material and everything not mentioned in the supply description, are excluded from this scope of supply. ASEM will supply the product on the basis of the requirements and/or technical specifications communicated by the customer on the basis of UNI industry standards.

4) DELIVERY: Any reference to commercial terms (Ex Works, FOB, CIF, and others) contained in the order confirmation, refers to the Incoterms of the International Chamber of Commerce, in the text in force at the time of conclusion of the contract, except where otherwise agreed in writing between the parties in the order confirmation. The transport to the destination, at the place indicated by the Customer, and the transport insurance are charged to the Customer, unless otherwise specified in the order confirmation.

Unless otherwise indicated in the order confirmation, the delivery of the Products is subject to the fulfillment by the Customer of the following obligations:

a. payment of any amount due by the Customer as a down payment;

b. opening by the Customer of the documentary credit eventually agreed, within the terms referred to in the order confirmation.

c. in the case of changes to the supply agreed between the parties after the date of conclusion of the contract, pursuant to art. 4 ASEM may defer and/or extend the delivery terms provided for in the order confirmation, by simple fax or e-communication mail, if delays by the Customer to the fulfillment of the aforementioned obligations or causes of force majeure as indicated in these General Conditions. In the event that the Customer does not comply with the obligation to take delivery of the product subject to the order confirmation within the agreed time limit, ASEM, upon written notice to the Customer and after 15 days from receipt of the same without the Customer has complied with said withdrawal, has the right to withdraw from the contract withholding:

i) the sum paid as a deposit; or, ii) the sum paid as an interim payment in compensation.

5) CHANGES TO THE SUPPLY – ADDITIONS AND VARIATIONS: If the Customer requests modifications and/or additions to the provisions of the order confirmation, ASEM reserves the right to accept or not such variations, which must therefore be agreed. For any modification or variation requested that is accepted by ASEM, ASEM will inform the Customer of the new timing and additional costs necessary for the execution of the requested changes. Consequently, the delivery times of the Products will also be modified in this regard, with the fixing, by ASEM, of the new delivery terms. The price differences and the related new payment methods, any new contractual delivery terms, the new features and any new guarantees, must be agreed between the parties in writing before the additions and/or variations are made.

6) INSTALLATION: ASEM will install the Products, if required by ASEM, according to the terms and conditions of the order confirmation. The Installation of Products will be carried out within the terms indicated in the order confirmation. The Customer must provide all the technical specifications, so that ASEM can perform the Activities in the place agreed with the Customer, thus providing the appropriate detailed instructions for the execution of the Installation. The Customer must also arrange any civil works necessary for the placement of the Products to correspond to the projects, as well as the preparation and connection of the service networks. The Customer must also guarantee the technical assistance by one of its operators during the entire phase of execution of the Installation task. In case of interruption of the Installation operations due to error, failure, or incorrect supply of the specifications provided by the Customer or for reasons not attributable to the seller, ASEM will have the right to request the extension of the contractual terms. The Installation phase is completed with the signature of the relative report by the Customer with the consequent start of the warranty period.

The Customer must also ensure the safety of the places where the Installation of Products will take place and that the means of lifting and handling, in addition to any additional equipment, as per prior request of ASEM, comply with the existing safety and accident prevention requirements, thus being in the necessary conditions of efficiency, having been subjected to periodic maintenance and overhaul.

The Installation cannot start in cases where the Customer:

d. had not, in good time and in any event no later than the time limit agreed between the parties, set up the site in an appropriate manner for the purpose of installing the machinery;

e. had not guaranteed to ASEM what is foreseen for the purpose of the correct execution of the installation activities or what is in any case provided for it in the order confirmation;

f. is not in compliance with the administrative permissions and/or permissions necessary for the installation;

g. defaulted on the payment obligations to be met by the start-up deadline for installation activities;

h. has failed to fulfil its safety obligations.

It is understood that if the installation activities do not start and/or stop and/or continue beyond the agreed terms for reasons attributable to the Customer, the latter will bear the higher costs incurred by ASEM for labor, travel expenses, costs of keeping materials and equipment and any additional costs resulting from the delay thus generated. Without prejudice to its full responsibility for the performance of the installation activities, ASEM is immediately authorized to carry them out using third parties.

7) TERMS AND CONDITIONS OF PAYMENT – DELAYS: the prices of the supply and the payment conditions are those set out in the order confirmation. The prices shown are exclusive of VAT. In the event of late payment of the due dates, interest will be charged to the extent of the rate referred to in Legislative Decree No. 231/2002 and its following modifications and/or amendments. In the event of late payments, ASEM reserves the right to suspend the execution of the supply and/or to interrupt any type of intervention or assistance on the Products supplied, without the Customer being able to claim any damage for failure or delayed production. In the event that the Customer has chosen the method of payment of the balance by leasing, the relevant contract must be sent to ASEM for approval and subscription no later than 30 days from the date of receipt of the order confirmation. In the event of non-compliance with this mandatory deadline, any obligation relating to the sale of the Products subject to the order confirmation shall remain at the sole expense of the Customer, including the obligation to pay in full the balance of the price, with consequent retention of the deposit as a down payment on the price. ASEM also reserves the right to terminate the contract with simple communication by fax and to withhold any deposit paid. It is also understood that any complaints or disputes, even in court, will not entitle the Customer to suspend or otherwise delay payments related to the Products. More generally, no action or exception may be carried out or opposed by the Customer except after the full payment of the price of the Products for which such dispute or exception is intended to take place. The Customer will also not be authorized to make any deduction from the agreed price (e.g. in case of alleged defects), unless previously established in writing with ASEM

8) TRANSFER AND RESERVATION OF PROPERTY’: the Products pass ownership upon delivery to the buyer. In case of payments by instalments, the Products delivered remain the property of ASEM until the full payment of the price, in accordance to Art. 1523 of the Italian Civil Code. ASEM is authorized to carry out, at the expense of the buyer, any formality necessary to make in any case opposable to every third the reservation of property.

9) TESTING: the testing of the Products – where agreed between the Parties in the order confirmation or in other separate contractual documents – will concern the verification of the conformity of the Products to technical requirements indicated in the order confirmation and to any subsequent changes agreed upon, and their operation as indicated in the order confirmation. In particular, technical testing will be carried out to verify the subsistence of the performance and technical characteristics stated in the order confirmation. The testing will be carried out in accordance with the procedures established by ASEM and will take place at the ASEM plant, unless otherwise agreed. The scheduled testing date (“Testing Date” will be communicated to the Customer with sufficient notice to allow the Customer’s personnel to be present. The test must be considered to be carried out with a positive result and with consequent acceptance of the Products:

A) if the Customer attends the test, in case of subscription of the test report; The Customer waives all right, warranty, action and exception relating to defects in conformity and defects of the Products, which he could have found by due diligence with the testing tests, if they are not reported in the test report; or

B) if the Customer declares that he does not want to attend the test, or otherwise does not attend it.

Once the test has been carried out successfully, the supply will be deemed accepted by the Customer, with the consequent obligation to pay the agreed upon in the order confirmation.

10) WARRANTY: The product warranty for defects, defects, non-conformities and/or proper operation has a duration of twenty-four months (24), except for the warranty of the electrical parts of the Products, which has a duration of twelve months (12). The warranty starts: i) from the date of Installation at the Customer’ premises of the Products as defined in art. 6, or ii) from the date of delivery if the Customer does not request the Installation, and is effective, in that period, provided that the Customer is in compliance with all its payment obligations.

During the period of validity of the guarantee, ASEM, at its discretion and after having ascertained the existence of the defect, undertakes: a) to repair the components found to be defective free of charge at its factory, or to proceed with such activities, also using third parties appointed by ASEM, directly at the Customer; b) to proceed to their free replacement, with the supply of the components that will take place ex ASEM factory and with the express commitment of the Customer to deliver the defective components. The warranty interventions must however be carried out exclusively by qualified personnel provided by ASEM or by staff of third-party companies authorized by ASEM.

Excluded from the warranty are all wearing parts as well as moving parts that have not been subject to proper maintenance as required by the ASEM user manual, as well as those of ordinary consumption such as filters and parts damaged as a result of improper use by the customer. Repairs and/or replacements made during the warranty period do not extend the warranty period on the entire system, so the new warranty period will only cover the replacement part. ASEM is not liable for any lack of conformity and defects caused by failure to comply with the rules set out in the instruction manual, misuse or treatment of the Products or defects resulting from modifications or repairs carried out by the Customer, without the prior written consent of ASEM. The Customer, under penalty of forfeiture, must report the lack of conformity or defect of the Products to ASEM, specifying in detail in writing the nature, within the period of 15 days from the date of installation and/ or delivery. The Customer forfeits the warranty, if he does not allow ASEM to carry out the necessary checks or if, having ASEM made a request for the return of the defective piece at his own expense, he fails to return this piece within the deadline of the request. The relative expenses for the control are borne by the Customer and will be invoiced according to ASEM rates.

11) FORCE MAJEURE: ASEM will not be liable for any breach of contract or for delays in performance caused or resulting from: earthquake, fire, flood, pandemic, invasion, insurrection, revolt, civil or military authority orders, state of alarm, mobilization, blockade, war (also in States indirectly interested in the Supply), strike, union agitation, occupation of the factories, lock-out, embargo, interruption of every type of transport goods, impediments resulting from the action of the Italian Government Authorities and/or the Country of destination of the Products due to the Pandemic of Covid-19 and/or other pandemic events, and in any case any circumstance that is outside the control of ASEM, even if here not expressly listed. The delivery period remains suspended for the entire period of time in which one of the above causes delays the performance of the Contract.

ASEM has the right to terminate the contractual relationship with the Customer in case of duration, for more than 30 days, from the event of force majeure/ unforeseeable event.

12) CONFIDENTIALITY AND INTELLECTUAL PROPERTY: The Customer undertakes to maintain and protect the confidentiality of the Confidential Information of ASEM of which he has knowledge: by way of example, technical data, processes, formulas, know-how (defined as the set of technical and commercial information of ASEM), research and development of ASEM products, business activities, drawings, technical specifications, software and their improvements. In addition, the Customer may not modify the ASEM trademark, labels and logos found on the Products or reproduce, use, exploit in any way the ASEM trademark and/or any other intellectual property rights of ASEM on the Products and their components and/or accessories, including the software supplied with the Products and its source code.

13) APPLICABLE LAW AND SETTLEMENT OF DISPUTES: the interpretation, validity and execution of these General Conditions, the Special Conditions referred to in the Order Confirmation, and the entire contractual relationship between ASEM and the Customer are governed, exclusively, by Italian law. For any dispute arising from the contract or related to it, the court of Treviso will be exclusively competent.