GENERAL SALES CONDITIONS
GENERAL SALES CONDITIONS
1. GENERAL PROVISIONS
Unless otherwise expressly agreed in writing, TEC Eurolab s.r.l., with registered office in Viale Europa, 40 – 41011 Campogalliano (MO) and VAT No. 02452540368 (hereinafter “the Company”), undertakes to provide services in accordance with these general conditions (hereinafter “General Conditions”). All quotes or tenders for the provision of services are therefore based on these General Conditions. All contracts, agreements or other consequent arrangements shall be governed, in every respect, by these General Conditions, with the sole exception of cases in which the laws in force in the place where said arrangements or agreements are entered into preclude the application of any of said General Conditions. In this case, the local law in question shall prevail, but only insofar as it conflicts with these General Conditions. No changes to these General Conditions, set down in any Client document, shall be deemed valid unless expressly accepted in writing by the Company. The services are specified in detail in the technical-commercial proposal and in the Acceptance Form, together with the corresponding price list of, execution times and terms and methods of payment. The Company operates in the field of testing and inspection. As such:
1.1 it provides these standard services in accordance with the General Conditions art. 3;
1.2 it provides special and technical support services agreed by the Company and in accordance with the General Conditions art.10;
1.3 it issues reports and/or certificates in accordance with the General Conditions art. 6.
The terms used in these General Conditions shall have the meanings set out below:
a) “TEC Eurolab S.r.l.”, hereinafter the “Company”: the entity that issues the technical-commercial proposal / contract of sale. The Company undertakes laboratory testing, non-destructive testing, dimensional testing, inspections, skills transfer and certification on its own premises and/or in the field. Some of the activities carried out by TEC Eurolab have been accredited, recognised or approved by the bodies authorised to issue these endorsements. A list of these activities is available in the “Accreditation” section of the company website: www.tec-eurolab.com.
b)“Client” means the entity to which the commercial-technical proposal / contract of sale is addressed or the end-user, where different.
c)“Technical-commercial proposal”, hereinafter “price proposal” means the document summarising the services offered by the Company to the Client.
d) “Sample” means any item forming the object of a price proposal / contract of sale.
e) “Service” means any work or service forming the object of a price proposal.
3. SERVICES PROVIDED BY THE COMPANY
The Company shall provide the services in accordance with the following:
3.1 specific instructions of the Client as confirmed by the Company;
3.2 terms of the Company’s standard Order Form and/or standard Specification, if used;
3.3 compliance with the conditions and principles laid down in the applicable national and international reference standards, as established in harmonised standard UNI CEI EN ISO/IEC 17025:2018 “General requirements for the competence of testing and calibration laboratories”, for services provided by the Test Laboratory, and by harmonised standards UNI CEI EN ISO/IEC 17024:2012 “General requirements for bodies operating certification of persons” and UNI CEI EN ISO/IEC 17065:2012 “Requirements for bodies certifying products, processes and services”, for services provided by the Certification Body;
3.4 compliance with the latest update of the Guidelines, and the common practices and conventions applicable to the sector concerned.
4. CLIENT’S OBLIGATIONS AND RESPONSIBILITIES
The Company acts on behalf of persons or bodies from which it receives instructions to proceed (hereinafter “the Client”). No other party shall be authorised to give instructions, in particular with regard to the object of the inspection or the issuance of the report or certificate, without prior authorisation from the Client and by agreement with the Company. The Company shall nonetheless be deemed irrevocably authorised to deliver, at its own discretion, the report or certificate to third parties where such parties have been promised them by virtue of instructions given by the Client in writing or in the case of specific legal provisions. The Client must:
4.1 ensure that the Company receives sufficient instructions and information in good time to allow the requested services to be provided efficiently;
4.2 notify the Company in a timely manner of any changes with respect to the price proposal, for example in the number of samples to be sent and/or the nature thereof;
4.3 provide the Company’s representatives with all necessary access to allow the requested services to be provided efficiently;
4.4 make available, upon request, any special equipment or personnel that may be necessary to carry out the requested services;
4.5 ensure that, during the course of provision of the services, all necessary safety and security measures are adopted in relation to the work conditions, sites and installations, for which the Client shall bear sole and exclusive responsibility vis-a-vis both the Company and any third parties. In the event of activities carried out on the Client’s premises, the Client undertakes to ask the Company for all the necessary documentation for the purpose of carrying out said activities in accordance with the applicable occupational health and safety legislation no later than five working days before the start of the activities concerned. It is also the Client’s obligation to inform the Company, by means of a suitable Integrated Interference Risk Assessment Document (“DUVRI”), of the risks present in the workplace and any emergency plans, together with the names of the first responders and fire emergency personnel present in the place where the work is to be carried out. Any risks deriving from activities to be carried out at height and/or in confined spaces or in places suspected of contamination must be reported to the Company in writing at the time of signature of the General Conditions and following each price proposal accepted by the Company and Client. The Company reserves the right to carry out an inspection of the work site indicated by the Client, the cost of which shall be borne by the Client.
4.6 take all necessary action to eliminate or remedy any obstacle or interruption to the performance of the requested services;
4.7 inform the Company, in advance, of any risk or danger, whether actual or potential, relating to any order, sample or test, including, for example, the presence or risk of radiation; toxic, harmful or explosive elements or materials; environmental contamination or pollution (as required by art. 5 below);
The contract shall be deemed to have been made when the Client informs the Company of its acceptance of the price proposal by signing the technical-commercial proposal and the acceptance form.
5. COMPLETE INFORMATION AND DISPATCH OF HAZARDOUS MATERIALS
All requests and orders relating to the provision of services must be accompanied by sufficient information, specifications, and instructions to enable the Company to assess and/or provide the requested services.The dispatch of materials deemed hazardous under Regulation (EC) 1272/2008 (CLP) and Italian legislative decree 81/2008 Title IX, must be communicated to Company personnel before the samples themselves are sent.
In the cases foreseen, they must be accompanied by the relevant safety data sheet.In the event of receipt of materials deemed hazardous under Regulation (EC) 1272/2008 (CLP) and Italian legislative decree 81/2008 Title IX without prior notice, the Company reserves the right to withdraw from the contract and, therefore, not proceed with the work, and to charge the Client the shipping costs and the additional costs of managing and returning the materials deemed hazardous.
6. FINAL TEST REPORT AND REPORT IN ENGLISH
Price proposals are inclusive of the drawing up of a final test report, in Italian. Translation into English, where required, will be quoted at an hourly rate and on the basis of the contents of the report concerned.
7. BILLING MODE
At the end of each month all services concluded in the current month will be invoiced. In case the activity campaign is extended for several months, the Company provides for the invoicing of partial down payments of the activity communicated from month to month, with balances at the end of the work.
8. DECLARATION OF CONFORMITY
If requested by the Client, the Company can provide a declaration of conformity. The standard criterion used for this declaration is the “shared risk” criterion in accordance with ILAC-G8.
9. MEASUREMENT UNCERTAINTY
If explicitly requested by the Customer, the Company can express a conformity judgment on the results of the tests performed by its Laboratory. The criterion that describes how measurement uncertainty is taken into account when declaring compliance with a specified requirement is called “decision rule”. If the decision rule is not expressly dictated by the Customer or explicitly defined by the technical standard, regulation or legislation in force, the TEC Eurolab Laboratory generally adopts the “simple acceptance” decision rule, with a maximum probability of 50% PFA (so-called “shared risk “), as per the ILAC-G8 Guideline.In cases where, having considered an extended measurement uncertainty calculated with a coverage probability of approximately 95%, the conformity of the result is not unequivocal, the Laboratory will assess the conformity through direct comparison of the measured result with the reference value, without taking into account the contribution of uncertainty. In particular, conformity is declared in all cases where this result does not exceed the limit of the specified range of acceptability.
10. USE OF TRADEMARKS AND LOGOS
The Client undertakes not to make use of the logos and trademarks appearing in documentation received from the Company: these trademarks may not be used in documentation relating to a product or marked on any product. The use or reproduction, whether in whole or in part, of the logos of Accreditation or Certification Bodies, or any of the Company’s logos appearing in documentation issued to the Client by the Company is therefore prohibited. The Client is entitled to submit and/or attach the final test report.
11. VIEWS AND OPINIONS
The content of the test report or accompanying report refers only to the sample tested and cannot, in any circumstances, be extended to other samples or batches from which the samples concerned were taken. Should an opinion be required with regard to a total volume, agreements must be reached with the Company in advance for the inspection and sampling of the volume concerned.
Sampling activities and the issuance of views and opinions are not covered by Accreditation.
The Company may delegate the execution of all or part of the services undertaken on behalf of the Client to agents or subcontractors, if authorised to do so in writing by the Client. Outsourced activities are shown in the technical-commercial proposal and are subcontracted to qualified external providers, who are monitored in accordance with the applicable management procedures established in the Laboratory’s Quality Management System. The company remains responsible for the results provided to the Client in relation to subcontracted tests or test phases.
13. STORAGE OF SAMPLES AND FILING OF DOCUMENTATION
The Company has a duty to ensure that the sample is correctly stored in accordance with its own internal procedures, and to adhere to any information and guidelines received from the Company. In the absence of any express instructions to the contrary in the delivery note and/or the Client’s documents, the tested sample will not be returned to the Client. Conversely, should the Client wish to have back the sample and material delivered to the Company, this must be made clear in the relevant part of the delivery note. After laboratory-testing, samples (test pieces) of which the Client has not requested the return, will be kept in the Company’s archives for a period of twelve (12) months from the date of issue of the test report. Once this period of twelve (12) months has elapsed, the Company shall be entitled to consider the samples as waste and arrange for their disposal accordingly. Processing scrap will be kept for four (4) weeks from the date of testing, and then disposed of, unless any instruction to the contrary is received from the Client. Records relating to tests, inspections and non-destructive testing, and to qualifications of welders and personnel operating in the field of non-destructive testing will be retained for a period of ten (10) years from the time of their approval and issuance to the Client. For each test activity, by filling in specific data transmission forms or printing reports from machine software, as applicable, TEC Eurolab keeps records of the information sufficient to facilitate identification of the factors affecting the test results and, in any case, necessary to allow repetition of the test activity in conditions as close as possible to the original ones. The aforementioned records relating to tests, inspections and non-destructive checks, as well as records of the Laboratory’s technical staff qualifications, are retained for a period of ten years (10). Any numerical data log (machine data file), if any, are extracted and provided to the Customer if expressly requested in the order; in these cases the Laboratory ensures the same traceability and conservation requirements as for the above records. If the work process requested of the Company involves samples and/or end-of-process scrap that is not to be disposed of, because the Client has requested its return, said material shall be kept free of charge on the Company’s premises for 30 (thirty) days after completion of processing. Once this period has elapsed, if said material has not yet been collected by the Client and/or authorisation for it to be scrapped has not been received, the Company will charge the Client a storage fee of 100 (one hundred) €/month for the 3 (three) subsequent months. Once the 3 (three) subsequent months have elapsed, any uncollected samples will be scrapped. In all cases, the management costs of disposal and destructioning, if carried out by TEC Eurolab, will be charged to the Customer.In any event, the Company invites the Client to arrange for collection at its own expense. Information can be requested and agreements reached by contacting the Company at the email address firstname.lastname@example.org
13. 1 DEFINITION OF SAMPLE, SPECIMEN AND WASTE
Sample: Material received from the Customer for the execution of the order in question.
Specimen: Material processed and finished according to the indications of standards or specifications reported and attached to the order in question for the execution of the tests/tests requested. The specimen can be sent ready by the Customer, in this case the definition of specimen will coincide with the sample or obtained by the Company from one or more samples of material.
Waste: End-of process scrap, if present, remaining from the samples received from the Customer.
14. APPLICABLE STANDARDS AND ACCREDITED TESTS
Unless otherwise specified by the Client, the Company conducts the tests according to the latest effective version of standards for which it is accredited, which are listed in the “Accreditation” section of the website www.tec-eurolab.com, with the diligence required by the nature of the professional activity concerned. Where multiple accredited standards exist for the same test, priority will be given to the national standard. TEC Eurolab s.r.l. operates a UNI CEI EN ISO IEC 17025:2018 accredited laboratory, and a detailed list of accredited tests can be consulted directly on the ACCREDIA website: www.accredia.it
15. RESPONSIBILITY OF THE COMPANY
The company’s responsibility is confined exclusively to the analytical results for the samples analysed, which do not constitute approval or a judgement on the merit of the product to be analysed. Furthermore, the Company assumes no responsibility for the extent to which the sample covered by the analysis services is representative of the reference batch and/or the context from which it was taken. The Company shall assume responsibility only for activities performed directly or subcontracted, from the moment at which it receives the sample. In the event of confirmed non-fulfilment, the corresponding liability shall be limited to damage that is an immediate and direct consequence of said non-fulfilment, provided that the latter has occurred as a result of minor negligence (and not, therefore, as a result of intent or gross negligence). In this case, the company may be liable for direct damage caused within the meaning of art. 1382 of the Italian civil code, for an amount to be evaluated on a time-by-time basis, that is commensurate with the extent of the service contracted and does not, in any event, exceed the value of 50,000.00 (fifty thousand). The Company may not, however, be held liable for indirect, special and/or consequential loss or damage claimed by the Client, including loss of earnings. The Client undertakes, nonetheless, to indemnify and hold the Company and its personnel harmless against any claim for compensation made by third parties for damages or costs of any type in relation to the Services provided. The limit of the Company’s liability can be raised, by requesting this from the Company before the services are provided, up to an agreed value, against payment of additional fees amounting to an adequate percentage of the increase of said indemnity or up to a value to be established.
Within the limits established in the preceding paragraphs and in the event of alleged non-fulfilment by the Company, the Client must notify the Company of this circumstance no later than 15 (fifteen) days from the moment at which the Client became aware of the non-fulfilment, failing which it shall cease to be entitled to make any claim whatsoever against the Company.
16. OBLIGATIONS OF THE COMPANY WITH REGARD TO SAFETY
The Company has established, implemented and applies a documented process to receive, evaluate and make decisions on any complaints received by Customers. Procedures and responsibilities for implementing the handling process for complaints are defined in the Company Quality Manual; a description of the process is made available by the Company to any interested party on request.
The Company undertakes to comply with the applicable occupational safety obligations. Personnel receive information, training and instruction in the activities covered by the proposal, undergo health monitoring as per the health protocols established by the Company Doctor, and are in compliance with the applicable requirements governing occupational safety, social security contributions, etc. The Company undertakes to provide, within the established times and before obtaining access to the work site, in the case of activities to be carried out on the Client’s premises or other sites indicated by the latter, the necessary documentation to enable the Client to draw up the Integrated Interference Risk Assessment Document (“DUVRI”) (in accordance with the General Conditions art. 4.5). The charges due for preparing the necessary documentation for access to the work site required by the Client, no later than 5 (five) working days prior to the start of the activity, will be evaluated from time to time and promptly communicated to the Client.
17. CHARGES FOR OFF-SITE ACTIVITIES
The General Conditions applicable to activities carried out at work sites other than the Company’s premises will adhere to the following prospectus in addition to the provisions set out above.
a) Items to be borne by the Client.
Securing the safety of the workplace and prior sharing of safety information:
– assistance and management of any lifting equipment (scaffolding, cherry-pickers, cranes, hoists, etc.);
– lighting and electricity;
– charges due in respect of any forced stoppages deriving from causes not attributable to the Company, quantified on a per-technician basis in proportion to the value of the service
– travel expenses relating to activities not carried out as a result of events not attributable to the Company (e.g. weather conditions).
b) Items to be borne by the Company.
Charges envisaged for safety, personal protective equipment (PPE), training:
– suitably trained and qualified personnel.
– the necessary means and equipment for carrying out the activity.
18. EXEMPTION FROM LIABILITY, INDEMNITY AND ADDITIONAL COSTS FOR THE COMPANY
The Client must guarantee, indemnify and hold the Company and its officers, employees, agents and subcontractors harmless against any claim for compensation made by any third party for loss, damage or costs, regardless of their nature or origin, in relation to the performance, alleged performance or non-performance of any service, on condition that the total sum of said claims concerning any service exceeds the limit specified in art. 14. All officers, employees, agents or subcontractors of the Company shall be entitled to benefit from the limitation of indemnity and compensation established in these General Conditions and, insofar as it refers to said limitation, any contract signed by the Company is signed not only on its own behalf but also in its capacity as agent or trustee of any of the aforementioned persons. In the event of unexpected problems or unforeseen expenses during the provision of any service undertaken, the Company will be entitled to charge any additional costs in order to cover the additional time spent and expenses necessarily incurred to complete said services, having first discharged its duty to discuss the matter with the Client.
19. FORCE MAJEURE
Should the Company, for any reason beyond its control, find itself unable to perform or complete any service commissioned from it, or in relation to which it has entered into a specific agreement, the Client shall pay the Company:
19.1 the amount of all expenditure actually incurred;
19.2 a percentage of the agreed fee or commission equating to the percentage of the service actually provided, where applicable;
20. RISK OF LOSS AND DAMAGE
The Company does not act as an insurer or guarantor and disclaims all responsibility in this regard. Any Client requiring a guarantee against loss or damage must take out an appropriate insurance policy.
21. INTELLECTUAL PROPERTY RIGHTS
Unless otherwise specified, all Intellectual Property Rights belong entirely and exclusively to TEC Eurolab s.r.l. and their communication or use within the framework of these General Conditions does not give the Client any right or claim over them. The Client undertakes not to carry out, either directly or indirectly, any act that is incompatible with the ownership of said Intellectual Property Rights. Neither the conclusion, nor execution of this agreement, nor the sharing of any information may be construed as the transfer or licensing of Industrial or Intellectual Property Rights.
The Company, the Client and their respective representatives undertake, in view of the particular nature of the contractual relationship between them, to maintain the utmost confidentiality of any information exchanged between them in the course of execution of the contract, whether of a commercial or technical nature. In particular, in view of the specific nature of the contractual relationship between the parties, for the full duration thereof and for a period of 10 (ten) years after it has ended, the Client, unless agreed otherwise, undertakes to:
22.1 maintain the confidentiality of any technical or commercial information that comes to its attention in the course of relations between the Company and the Client;
22.2 not to request information, products or guidance from the Company’s Suppliers/Customers, either directly or indirectly through an intermediary, unless specifically authorised to do so;
In the event of breach of this confidentiality agreement, the Client shall incur a penalty, which it accepts as of the present moment, equating to the value of half of the annual turnover generated by the relations between the parties, calculated on the basis of the average for the preceding three years.
23. EXPRESS TERMINATION CLAUSE
Pursuant to and by virtue of art. 1456 of the Italian Civil Code, the parties shall be entitled to terminate the supply and/or provision of a service in the event of non-compliance with the obligations laid down in the following articles: art 3. SERVICES PROVIDED BY THE COMPANY, art. 4 CLIENT’S OBLIGATIONS AND RESPONSIBILITIES, art. 5 COMPLETE INFORMATION AND DISPATCH OF HAZARDOUS MATERIALS, art. 9 USE OF TRADEMARKS AND LOGOS and art. 21 CONFIDENTIALITY. Said termination shall take lawful effect as from receipt of a communication, sent by registered letter with proof of receipt or by certified email, in which either of the parties states its intention to avail itself of this express termination clause, without prejudice to the right to compensation for any consequent damage.
This agreement shall be deemed automatically terminated in the event of bankruptcy, insolvency proceedings, liquidation or any other procedure required or initiated by the competent authorities in respect of either of the parties. Termination ipso jure shall take effect without giving rise to any right to reimbursement or compensation.
24. FINAL PROVISIONS AND JURISDICTION
No amendment, modification or waiver of any of these General Conditions shall have any effect unless made in writing. As such, conduct by the Company or Client that deviates from the requirements set down in these General Conditions shall not cause any right to accrue to the Parties, each of which may, at any time, require that the conditions laid down herein be applied. In the event of any dispute relating to the interpretation, execution or termination of these General Conditions, the sole court of jurisdiction shall be the Court of Modena and the governing law shall be the law of the Republic of Italy.