1.1 These Terms and Conditions of Service apply to all present and future technical services provided by PAMA (the “Supplier”) in relation to repairs, maintenance and other assistance (“assistance” or “repairs”), and to the supply of parts, under warranty or out of warranty.
1.2 Any terms and conditions of the Customer that may differ from, conflict with or oppose these Terms and Conditions, shall not apply under any circumstances. The assistance/repair service and/or the supply of parts is completed when the Supplier receives the Technical intervention request form (TIRF) requesting on-site intervention, or the purchase order (PO)/offer confirmation (OC) for the supply of parts and refurbishment, which the Customer may send by post, fax or email, except where the technical issue is resolved over the phone (or via remote assistance), using the Supplier’s Hotline The Parties may only vary the terms and conditions in writing. Even if some of the conditions are varied, the parts which have not been amended will remain in full force and effect.
2.1 Except where defined otherwise in these Terms and Conditions, the following terms shall have the following meanings:
2.2 In the terms and conditions, and for all contractual purposes, all references to:
3.1 These terms and conditions apply indiscriminately to the following works:
a) Transfer by the Supplier of Goods under warranty to the Customer, or to the party designated by the Customer.
This work consists of the dispatch by the Supplier to the Customer of the requested item or Goods without any costs being charged, as provided for in the applicable delivery terms. The Goods will be installed independently by the Customer. Goods identified as “consumables” or “wear and tear materials” are not provided under warranty;
b) Transfer by the Supplier of Goods not under warranty to the Customer or to the party designated by the Customer.
This work involves the dispatch by the Supplier to the Customer of the requested Goods, with the charging of the costs stated in the offer accepted/confirmed by the Customer; the Customer will install the Goods independently;
c) Supplier sends qualified personnel to the Customer’s site to carry out works under warranty, with or without the transfer of Goods.
The works involve the Supplier sending its own specialist personnel to the Customer, together with the Goods if required, without charging any costs, as provided for in the applicable delivery terms, with or without consumables depending on the agreements. The Supplier’s personnel will install the Goods independently and/or with the assistance of the Customer’s personnel;
d) Supplier sends qualified personnel to the Customer’s site, to carry out non-warranty works, with or without the sale of Goods.
The works involve the Supplier sending its own specialist personnel to the Customer together with the Goods if required for the works (the Supplier’s personnel will install the Goods independently, and/or with the assistance of the Customer’s personnel); with the charging of the costs stated in the balance sheet (which summarises hours/services as per the list of tariffs and the cost of materials as per the price list), to be sent to the Customer on completion of the works;
e) Customer sends the Supplier the Goods requiring refurbishment, to be carried out at the Supplier’s site, with or without the transfer of the Replacement Equipment.
These works involve the Customer, at its own expense, sending the Goods owned by the Customer that require rectification, refurbishment, checking and/or other specialised processing which the Supplier can only carry out on its own site. Replacement equipment may or may not be sent to the Customer.
f) Supplier sends qualified personnel to the Customer’s site, to diagnose the origin of a fault that is no longer covered by the warranty period.
The works involve the Supplier sending its own specialist personnel to the Customer together with the Goods and consumables if considered necessary by the Supplier, to investigate the causes of a fault or malfunctioning of Pama Machinery. The works will be considered completed when the fault or malfunctioning is identified, or when the Customer sends a written request for the diagnostics procedure to be stopped. Any subsequent operations, if requested by the Customer, will amount to a new type of service, as referred to in paragraph d), and will require a new TIRF/Request for Spares (RFS) or Refurbishment request (RR). The costs of these works will always be billed to the Customer in the “balance sheet” which will be sent to the Customer on completion of the works. The costs include the costs of travel for the specialist personnel of the Supplier to and from the site of the Customer.
4.1 The Transfer of Goods by the Supplier will take place in accordance with the contents of the Delivery Schedule. The return of any Goods covered by these terms and conditions will always take place “Ex Works” (at the place stipulated by the Supplier)”. Only where expressly agreed, and depending on the nationality of the Customer, the Parties may agree “FCA” terms, indicating the place agreed for the storage of the Goods. Any references to the International Commercial Terms provided for in the terms and conditions will conform to the “Incoterms” of the International Chamber of Commerce, in the version in force at the time the Contract was made.
4.2 If the Supplier is willing to arrange the shipping and/or transport of the Goods on behalf of the Customer, there will be no changes in the terms of delivery, as such additional services are purely ancillary and are provided free. The Supplier declines all liability, also for the choice of carrier and/or transporter. All risk thus passes to the Customer, in accordance with the agreed term of delivery.
4.3 The Goods ordered by the Customer will be delivered by the Supplier to the Customer together with packaging, if provided for in the contract or if considered appropriate by the Supplier, at its own discretion, in order to preserve the integrity of the Goods. However, no complaints may be made against the Supplier about inadequate packaging, unless specific written agreements have been made in this regard. The costs of any non-standard packaging (excluding cardboard boxes) will always be paid exclusively by the Customer.
4.4 For the services referred to in Article 3.1 e), the Customer will return the Goods to the Supplier under DDP terms, or DAP if the customer is European. On completion of the works referred to in Article 3.1 para. e), the Supplier will make the goods available to the Customer in accordance with the terms provided for in Article 4.1. The terms for returning the Replacement equipment, where applicable, will be agreed specifically by the Parties.
4.5 If there is no specific agreement on the terms of return, the goods referred to in paragraph 4.4 will be returned Ex Works (place determined by the Supplier).
4.6 If the works requested from the Supplier require a specialist diagnosis of the causes of the fault, at the site of the Customer or at the site of the Supplier, the Intervention Schedule will not stipulate any date for the fulfilment of the services and/or the sending of the Equipment or Goods, with or without warranty. It will only indicate the start date of the diagnostics procedure, which – for the purposes of Customer billing – will start either:
4.7 In all cases where the Customer decides not to continue the work, following an examination of the damaged component by the Supplier at its own site, and after a Refurbishment offer has been sent to the Customer, the Supplier will return the dismantled, packaged component and will charge for the cost of the repairs (checking/dismantling), as quantified in the Refurbishment offer.
4.8 The Intervention Schedule does not bind the Supplier to keep to the works completion date, in all cases where the work of the Supplier’s technicians is interrupted early, by a unilateral decision of the Customer or for reasons of force majeure. In such a case, the Supplier declines all liability for failure to keep to the terms of the Intervention schedule, which in any case are considered purely indicative.
5.1 Receipt of the TIRF/PO/OC by the Supplier does not bind the Supplier to complete the works. The Supplier’s obligation only starts when the Supplier sends the Customer the Intervention schedule, or the Delivery Schedule, or the Refurbishment offer.
5.2 The Intervention schedule is binding on the Customer upon receipt, except where it is expressly rejected by the Customer. It can only be amended by written agreement. In such a case, the Supplier will send a new confirmation containing the agreed changes. Fulfilment of all or part of the services by the Supplier, or the absence of express refusal from the Customer in writing within 7 (seven) days from receipt of the Intervention schedule will result in its automatic acceptance.
5.3 The Customer agrees to have and keep adequate machinery, accessories and work areas to allow the Supplier to fulfil the requested services, and in any case to justify the Customer’s requests in relation to the Goods referred to in the Intervention schedule. The machine tool and/or any accessories must be in non-operational mode. They must be suitably prepared, with casings removed. The whole work area must have already been prepared for the works, and the Customer’s personnel, if required, must also be available. Any non-conformities in the machine tool and/or accessories in the “Ready for Servicing” status may, at the Supplier’s sole discretion, result in all the deadlines stipulated in the Intervention schedule being disregarded. The Supplier declines all liability in this regard.
5.4 The Customer must, at its own expense, and where considered necessary at the Supplier’s sole discretion, make available to the Supplier, at the Customer’s site, all the equipment necessary for the lifting of equipment or people, and must ensure that such equipment is in good working order and conforms to safety standards. The Supplier may arrange for the hiring of the required equipment, if the Customer has not already done so. In such cases the Supplier will decide the provider of the equipment, the hire period and cost, in the name, on behalf of and/or in the interests of the Customer. If the Customer does not arrange for the equipment hire, the Supplier may – without any objections – charge the customer for the cost of the hire plus the admin and service costs incurred by the Supplier. All the direct and/or indirect liability of the Supplier for damage to property or injury to persons deriving from the hired equipment is hereby expressly excluded, even where the equipment was hired by the Supplier in the name of the Customer or in the Customer’s interests. The equipment hire services are not included in the warranty and are always to be considered under payment.
5.5 PAMA, at its sole discretion, after identification by the Customer of the machine or machine part to be worked on, and identification of the problem, will decide the Estimated Duration, type of works, Equipment or Goods to be repaired, refurbished and/or replaced, whether under warranty or not, and the number of technicians to be sent to the Customer, their qualifications and duties, and the quantification of the costs of these services;
6.1 PAMA warrants that the Goods, as supplied:
6.2 Any defects in new Goods supplied in accordance with the Terms and Conditions will be covered only by a warranty for mechanical and electrical faults in the Goods, for a period of 12 (twelve) months after delivery. Partial or full substitutions or repairs of the Goods or of machine components will not lead to any extension in the term of the original warranty on the Customer’s machine. In the case of servicing of accessories/machine parts, the 12 (twelve) month warranty on the replacement parts also extends to the refurbishment and reconditioning of the part, but only where such work is done by PAMA technicians commissioned by the head quarter or subsidiary.
6.3 The warranty, at the sole discretion of the Supplier, covers the repair or replacement at the Supplier’s care and expense, of the structural parts and other components of the Customer’s machine-tool which are found to be broken or defective due to original defects. Under no circumstances will the warranty be considered operative if the Customer has not used the machine tool and/or the accessories in accordance with the instruction manual and the intended use.
6.4 The warranty refers to individual structural parts of the machine tool but does not cover wear and tear parts or consumables.
6.5 The warranty will be invalidated in any event, if (i) modifications were made to the Goods or to the machine tool and/or its accessories without the written consent of the Supplier, (ii) the breakage of the machinery and/or accessories and/or Goods is due to improper use (iii) previous works were carried out on the machine tool or parts of it, by personnel who were not authorised by the Supplier.
6.6 This warranty always excludes, with no exceptions, any further damage including damage due to non-production or reduced production, as well as indirect or consequential losses or termination of the contract for sale/purchase of PAMA Machinery.
6.7 The Supplier declines all liability for any damage of any kind that may derive from improper use, poor maintenance and/or behaviours that do not conform to the contents of the use and maintenance manual.
6.8 The warranty is subject – under penalty of forfeiture – to defects or poor quality being reported in writing by the Customer to the Supplier within 8 (eight) days from the date of discovery by the Customer, and to a written request being sent to the Supplier, for works under warranty.
6.9 This warranty excludes the application of any other remedy in favour of the Customer (including but not limited to any other legal or contractual warranty)
7.1 If the Supplier provides or subsequently makes available to the Customer any accessories, equipment or Goods which are considered instrumental to the requested services (for example replacement equipment, equipment for geometric measuring), the following provisions will apply:
7.2 Any accessory, equipment and/or Goods provided to the Customer will remain the exclusive property of the Supplier. The Customer will be responsible in the case of loss, destruction or damage. The Customer must:
7.3 Under no circumstances may the hiring by the Supplier of any accessories, equipment and/or other items which are necessary for the requested services or for the Customer’s production requirements be covered by the services that the Supplier is obligated to provide during the term of the warranty, if such supplies, for commercial reasons, are granted free of charge to the Customer.
7.4 The user manuals for the equipment and goods sold by the Supplier, or the CE certifications for machinery and accessories supplied by PAMA will accompany the Goods only if they were sold directly by the Supplier to the Customer or if they were serviced or modified personally by the Supplier. Under no circumstances may the Customer obtain from the Supplier – who is always at liberty not to supply – manuals for machines or parts that have been the subject of modifications or variations not carried out directly by the Supplier or that were not authorised by the supplier. The Customer may in any event ask the Supplier to perform a paid inspection, in order to check the conformity of the machine and/or the accessory to the original manufacturing specifications;
8.1 The Customer acknowledges and accepts that all reconditioning, repair, refurbishment or replacements carried out by the Supplier under these Terms and Conditions may lead to breakage, damage and/or faults in the Equipment and/or in the Goods, even if not supplied by PAMA and owned by the Customer, such as other machines, industrial sites or equipment. In such cases the Supplier shall, where its responsibility is not disputed, only repair the damage caused to the equipment or goods owned by the Customer, with the express exclusion of any further direct and/or indirect liability for downtime, loss of business opportunities or failures to fulfil contracts already agreed by the Customer with third parties.
8.2 In all such cases, where the planned works are carried out independently by the Supplier’s specialised technicians on the Customer’s site, the Supplier, contractually, only accepts the responsibilities indicated in the foregoing paragraph 8.1. If, at the request of and/or after a decision by the Customer, the Supplier’s technicians carry out the works under the direction of the Customer’s personnel, no responsibility may be attributed to the Supplier for the damage referred to in Article 8.1.
8.3 If the Supplier, during the course of the works and except in the cases provided for in Article 4.6, finds that the problem or fault cannot be resolved by the deadline indicated in the TIRF/PO/OC or within the Estimated Duration, the Supplier must provide a written communication to the Customer, detailing the reasons why the works need to be extended, or why the desired result cannot be achieved. In such a case the Customer may interrupt the works and pay for the work completed until that time. After the works have been interrupted, PAMA has the right to issue an invoice for the completed services.
8.4 The Supplier is not liable for any direct or indirect damage or injury to persons or property of the Customer or third parties deriving from Equipment and/or Goods that have been modified, refurbished, repaired or rectified by technical personnel who are not part of the Supplier’s organisation or who have not been authorised in writing by the Supplier.
9.1 In all cases where the provision of services under these Terms and Conditions requires the Supplier to send specialist personnel to the Customer’s site, upon completion of the works, or if they are terminated early at the request of the Customer, the Supplier’s specialist personnel will complete a detailed report on the works performed on the machine tool, which may or may not contain a list of repaired parts and/or substituted parts (but in any case these will be detailed in other documents such as the delivery note), together with an “Operational Machine” declaration that the Customer is required to sign for acceptance. Even if the declaration is not signed, on completion of the work the Supplier will send the Customer a copy of the report which, unless there are justified technical observations made by the Customer, sent in writing within 2 days from conclusion of the works, will be binding on the parties and will be proof that the works were completely successful.
9.2 Where the Customer sends the Supplier a purchase order (for refurbishment, the purchase of materials or assistance), the invoice will be issued immediately on completion of the works described as contained in the purchase order. No balance sheet will thus be sent.
10.1 In the case of force majeure, the party affected by the force majeure event must immediately inform the other party, describing the causes of the event and the effect on the fulfilment of its obligations.
10.2 The parties must immediately agree, as soon as reasonably possible, on any amendments to the contract that may be necessary or appropriate in order to deal with the consequences of the force majeure event. The party finding itself in that situation will not be liable for any failures due to the force majeure event.
10.3 If the parties cannot reach an agreement on the amendments to the contract within 45 (forty-five) days from the force majeure event, or if that event continues for a period of 45 (forty-five) days, either party may terminate the contract with immediate effect by giving written notice to the other party.
11.1 For the supply of goods, the prices stated in the Offer sent by the Supplier at the Customer’s request are fixed and may not be changed. They do not include VAT nor any present or future costs of packaging, loading, insurance and/or storage of the Goods, unless otherwise agreed. Further, they do not include any shipping or transport costs, or any administrative fees or taxes if the Supplier accepts the obligation to acquire the goods on the Customer’s behalf without accepting any liability. Such charges will be billed at cost, in the invoice.
11.2 For all refurbishment/reconditioning of machines, parts or accessories, after the part has been received at the Supplier’s site, the Supplier’s technicians will dismantle the component to assess the amount of damage or to estimate the timeframe and components needed to recondition the part as requested by the Customer. These works will be reported in the Refurbishment offer, for which the prices are fixed and may not be changed. They do not include VAT nor any present or future costs of packaging, loading, insurance and/or storage of the Goods, unless otherwise agreed. Further, they do not include any shipping or transport costs, or any administrative fees or taxes if the Supplier accepts the obligation to acquire the goods on the Customer’s behalf without accepting any liability, unless indicated otherwise.
11.3 For all on-site assistance on machines, parts and accessories carried out at the Customer’s site, with or without the use of materials, the prices indicated in the balance sheet sent by the Supplier to the Customer on completion of the works are fixed and may not be changed. They do not include VAT, but they do include any present or future costs for the transfer of technical personnel and the supply of the related materials, where applicable.
11.4 The Goods must be accompanied by a transport note containing all the information and details necessary for the stipulation of the shipping and/or transport contract.
11.5 The payments will be made by bank transfer (collection order or wire transfer) by the deadline stated on the invoice, except where other forms of payment are agreed separately in writing.
11.6 In the case of a request for advance payment or if there is late payment and/or non-payment of the amount due for the Supplier’s services, or if bank guarantees are not granted, the Supplier may suspend the execution of the planned works until the irregularity has been remedied. If the Supplier exercises this right, it may not be held liable towards the Customer for any losses, including indirect losses or production stoppages. In the case of outstanding payments, also from previous works, the Supplier always has the right to stop the current works or to refuse new jobs until the irregularity has been resolved.
12.1 The Customer shall indemnify and compensate the Supplier on request, for:
12.2 The Supplier may ask the Customer to provide insurance cover to guarantee the requested services.
13.1 Any Technical Information and IPR is/are and shall remain the sole property of the Supplier and may be used by the Customer for the duration of the Contract, exclusively in order to utilise the machine tool and Goods supplied by the Supplier, with the exclusion of any other purpose or objective.
13.2 The Customer shall:
13.3 The Customer shall not in any case disclose or otherwise make accessible to any third party any information at any time or in any form (including the Technical Information) that the Customer may have acquired or which it otherwise has access to as a result of the execution of the Contract, or in relation to the same.
14.1 The Customer shall ensure that its subsidiaries, employees, agents and other representatives as well as its own suppliers and sub-suppliers fulfil the obligations and restrictions contained in the Contract.
14.2 Any derogation or amendment must be made in writing as a hard copy, stating as the object and/or heading the following words: “Amendments to the Terms and Conditions”. The original copy is to be signed by both parties. The document must expressly state the full text of the clause to be amended, and the text of the clause after it has been amended.
14.3 No delay in the exercise of, or the non-exercise by the Supplier of any right, entitlement or safeguard under the terms of the Contract may limit or otherwise amount to a waiver or loss of said right, entitlement or safeguard.
15.1 As required by Italian data protection laws, the Supplier hereby informs the Customer that its personal data (general details, identification data, fiscal and financial data) pertaining to legal persons forming relations with the Supplier, and the personal details of individuals acting on its behalf, will be collected, recorded, re-ordered, stored and processed for administration and accounting purposes. This relates in particular to the following activities: management of orders and invoices; stipulation of contracts; administration of customers and suppliers; fulfilment of contractual or legal obligations. The data may be disclosed to third parties for the purposes for which it was collected and stored.
15.2 Further information about the processing of personal data by the Supplier is available at https://www.pama.it/privacy/. The Customer confirms that it already had full knowledge of that information when it sent the SRF/Sale offer/Servicing offer.
15.3 The above information is a data protection policy as required by the above-mentioned laws, and the Customer hereby provides consent for all legal purposes to the processing of its data by the Supplier.
16.1 Any dispute relating to the validity, invalidity, termination, interpretation and application of these terms and conditions, or any dispute that relates directly or indirectly to these Terms and Conditions and/or the Contract, shall be resolved amicably by direct negotiations between the parties, in good faith; if no amicable agreement can be reached within 15 (fifteen) days from the date of notice of termination sent by one party to the other, the Court of Rovereto shall have sole jurisdiction.
16.2 This Agreement is governed by the laws of Italy.
Valid from, January the 1st 2020