Terms


TERMS AND CONDITIONS OF SALE

The following terms and conditions of sale (“Terms and Conditions of Sales”) apply to all products and services that customers purchase from Italtraff (“Products and Services”). By ordering products and services, customers are deemed to agree to the Terms and Conditions of Sales. The Terms and Conditions of Sales are subject to change without prior notice to customers. Since the Terms and Conditions of Sales do not apply to Products and Services that customers buy from third parties, customers are advised to carefully read the terms and conditions of sales of such third parties.

Article 1: Definitions
“Italtraff” means Italtraff srl (headquartered in Via Accalvio 9 Zona Ind., 74024 Manduria (TA), Italy), an Italian corporation. “Customer” means a corporation specified in the written estimate, invoice, order acceptance statement, or statement of delivery, etc., issued by Italtraff.
“Agreement” means a sales contract or a service provision contract based on the Terms and Conditions of Sales between Italtraff and a customer concerning the provision of Products and Services.

Article 2: Conclusion of an agreement
1. Products and Services are provided on the basis of the Terms and Conditions of Sales. Not included in the Terms and Conditions of Sales are conditions stated by customers in writing on their order statements, etc. Customers acknowledge the content and agree to be bound by the Terms and Conditions of Sales.
2. An agreement, unless provided otherwise, takes effect when Italtraff has issued a declaration of intent to accept order in response to a placement of order by a customer and the declaration of intent has reached the customer. The declaration of intent of Italtraff to accept the order can be made by e-mail, or by means agreed on between Italtraff and the customer. 3. An agreement does not take effect without a declaration of intent from Italtraff to accept the order of the customer even if the customer has already paid to Italtraff the price of the ordered Products and Services. In such a case, Italtraff may opt not to accept the customer’s order due to a supply shortage, erroneous price indication, or such other circumstances. 4. After an agreement takes effect, customers may, not without the consent of Italtraff, amend or cancel the order.

Article 3: Order, price, payment
1. Unless provided otherwise, customers shall pay the price of the Products and Services before the handover to the customer. 2. Customers shall separately pay shipping charges, and other statutory public dues. 3. Italtraff may charge a penalty of 14.6% p.a. in case of late payment by a customer. If a customer fails to pay the price for Products and Services by the payment deadline, Italtraff may dissolve the agreement.
4. Italtraff may at its discretion, without giving notice to customers, amend Products and Services or terminate production or service provision. In case of amendment or termination of provision of products or services, Italtraff may supply a substitute that in the judgment of Italtraff is with respect to functions and features equivalent to the product or service ordered by the customer. 5. Unless agreed in writing by Italtraff, customers may not setoff against the price of Products and Services any claims that customers hold in Italtraff related to transactions with Italtraff or claims held in Italtraff by assignment from third parties, or any other claims held in Italtraff.

Article 4: Software
1. Software provided based on the Terms and Conditions of Sales is provided subject to the terms and conditions of Italtraff Software License Agreement. Customers agree to observe Italtraff Software License Agreement. Customers agree that Italtraff provides no warranty for software except in cases where Italtraff is the licensor.

Article 5: Transfer of title and risk
1. Unless otherwise agreed in writing, deliveries will be made ex works. Packaging and shipping, at our option, will be at Customer’s expense. 2. The risk of loss and the risk of a change for the worse shall pass to Customer when the goods are handed over to a forwarding agent, carrier or any other person transporting the goods, including staff of Italtraff. This shall also apply if delivery is free domicile.
3. If shipment is delayed due to circumstances beyond Italtraff’s control, the risk of loss and the risk of a change for the worse shall pass to Customer on notification of readiness for shipment. 4. Even if responsibility for a carriage does not lie with Italtraff, any damage occurred in transit shall be notified by Customer without delay, at the latest, however, within one week after receipt of the goods. 5. Italtraff may, at its discretion, deliver products to the customer in installments. 3. The prospective product delivery dates advised to customers by Italtraff are estimates and not part of the agreement.

Article 6: Receipt
1. In case a delivery is of insufficient quantity or the wrong product has been delivered, unless due to reasons attributable to the responsibility of Italtraff, the customer shall notify Italtraff within thirty (30) days of delivery of the product, whereupon Italtraff will verify the notification from the customer and make a second delivery to supplement the shortfall or to provide a product equivalent to the product ordered. Customers may not defer payment of part or all of the price of the product in the interim while Italtraff verifies the notification from the customer.
2. New products bearing the Italtraff brand name that customers purchase directly from Italtraff may be exchanged or returned within ten (10) days of delivery. Refunds are paid net of shipping charges. Returned products must be new or in the condition delivered by Italtraff. Items contained in the same package with the product, such as manuals, discs, CDs, electrical cables, and other items, must be returned with the product.

Article 7: Warranty
1. Unless stipulated otherwise, for products that bear the Italtraff brand name (“Italtraff Products,” excluding third-party products and software) Italtraff provides one (1) year’s warranty from the date of shipment of the product on defects in material or workmanship that preclude normal usage of the product (“Italtraff Standard Warranty”).
2. The Italtraff Standard Warranty consists of repair or exchange for products that are returned to a facility of Italtraff within one (1) year from the shipment date. Shipping charges associated with the repair or exchange of products during the Italtraff Standard Warranty period are paid by Customers. 3. Excluded from the Italtraff Standard Warranty are the following. 1) Software (OS and software added to Italtraff Products, third-party software, and reloaded software) 2) Third-party products and accessory that do not bear the Italtraff brand name 3) Products affected by factors such as accident, misuse, wrong use, or external factors including electric power problems; product adjustment, repair, and maintenance services not authorized by Italtraff; product use inconsistent with the product operating manual; failure to follow instructions issued by Italtraff; damage caused by the use of parts and accessories not supplied by Italtraff; and such other factors: 4) Products with their tag numbers and/or serial numbers missing or altered. 5) Normal wear
4. This Article regulates all warranty liabilities and statutory liability for defects of Italtraff to customers.

Article 8: Repair Work
Beyond its warranty duty, Italtraff shall carry out repair work against payment and subject to acceptance of order. If on-site repair is impossible, then transport to and from Italtraff’s premises of the product to be repaired shall be at Customer’s risk and expense. On Customer’s request, Italtraff shall provide a written cost estimate, however, without warranty as to the accurateness of such cost estimate. Italtraff shall notify Customer immediately if it expects that a cost estimate will be exceeded by more than 15 %.
To the extent possible, Italtraff shall provide, at Customer’s expense, any spares required for system servicing.

Article 9: Liabilities and exemptions
1. Italtraff’s total liability herein in respect of each event or series of connected events shall not exceed the amount invoiced for the applicable Products and/or services under the Contract. 2. Customers shall hold Italtraff harmless of and free from all liability for loss, injury, or death due to negligence, nonfeasance or willful misconduct, or breach of the Terms and Conditions of Sales by customers or customers’ employees, agents, or subcontractors.
3. Customers agree that Italtraff is not liable if the product is rendered unusable in part or in total due to the disappearance, destruction, deletion, or alteration of data or software. Moreover, even if Italtraff has been notified of the possibility of such damage, Italtraff is not liable to customers for unexpected, indirect, special, or consequential damage, or loss of income that arises from the purchase or use of products or from services provided.
4. In case of erroneous representation by Italtraff of printed, clerical, or other nature, or omission of information, in sales indications, estimates, price indications, order acceptance statements, invoice statements, and other documents, or in information (including information of the online store of Italtraff) issued by Italtraff, Italtraff may correct such error or omission without liability to Italtraff. Moreover, Italtraff may deem invalid orders for Products and Services placed by customers based on such error or omission. 5. In case of a breach of the Terms and Conditions of Sales by a customer, if the customer fails to respond to a pertinent inquiry from Italtraff within the period stipulated by Italtraff, or if an act of malfeasance by the customer is detected with regard to an order for Products and Services, Italtraff may at its judgment refuse to accept orders for Products and Services, dissolve the agreement, terminate shipment or provision of Products and Services, and take such other steps as found necessary by Italtraff. 6. Data stored on the hard disk of a product returned by customers must be deleted at customers’ responsibility. If a customer fails to delete such data, Italtraff is not responsible in any way for the stored information.

Article 10: Intellectual property rights
1. All intellectual property rights related to the Italtraff corporate name, Products and Services designations, and printed materials attached to products and services or contained in the same package with Products and Services belong to Italtraff. Intellectual property rights means patents, trademarks and service marks, registered designs, applications for registration of the aforementioned, copyrights, design rights, know-how, secret information, corporate names, trade names, and other equivalent rights protected in specified regions.
2. Customers may not use the intellectual property rights stipulated in the previous Paragraph without the permission of Italtraff.

Article 11: Limitation on Exports
1. Customers acknowledge that Products and Services sold on the basis of the Terms and Conditions of Sales incorporate technology or software that is the subject of regulations under the customs laws, export control laws, and other Italian laws and regulations and countries and regions where the Products and Services are manufactured or sold (“Export Control Laws and Regulations”), and agree to observe such Export Control Laws and Regulations.
2. Because Products and Services purchased by customers are the subject of Export Control Laws and Regulations, the selling, leasing, or transfer by other methods, to countries specified by Export Control Laws and Regulations (currently, Cuba, North Korea, Sudan, and Syria) is prohibited.
3. Customers are prohibited from selling, leasing, or by other methods transferring or enabling the use of products to or by third parties involved in activities related to weapons of mass destruction. Activities related to weapons of mass destruction include design, development, production, or use of nuclear materials, nuclear facilities, nuclear weapons, missiles, missile projects, and chemical or biological weapons, etc. 4. Since the conditions or restrictions applicable to exports under laws and regulations vary depending on the product and may change depending on future legal revisions, customers acknowledge the necessity to reference relevant laws and regulations in order to understand the conditions and restrictions applicable to products. 5. If Products and Services, in breach of Export Control Laws and Regulations, are sold, leased, or by other methods transferred to a third party, Italtraff will with respect to such Products and Services provide neither the Italtraff Standard Warranty nor other services of any kind. 6. If Italtraff, to ensure compliance with the Export Control Laws and Regulations, requests the submission of documents and information from customers, customers shall promptly submit such documents and information to Italtraff.

Article 12: Force majeure
Customers and Italtraff are not liable if the performance of duties under the Terms and Conditions of Sales is delayed by a situation that is reasonably beyond the control of customers and Italtraff. Furthermore, customers and Italtraff may, within reasonable measure, extend the deadline for the performance of obligations whose performance is delayed.

Article 13: Governing law and place of jurisdiction
The Terms and Conditions of Sales are governed by the Italian laws. The agreed court of exclusive jurisdiction is the Forum of Taranto.

Article 14: General provisions
1. Customers may not without advance written permission of Italtraff assign positions under agreements or transfer rights and obligations under the Terms and Conditions of Sales. 2. If any part of the Terms and Conditions of Sales is ruled by a court, etc., to be invalid or unenforceable, the other provisions of the Terms and Conditions of Sales and the remainder of the affected provision remain in force and effect.

SOFTWARE LICENSE AGREEMENT

This End-User License Agreement (“EULA”) is a legal agreement between you (either an individual or a single entity) and Italtraff srl for the Italtraff software product accompanying this EULA, which includes computer software and may include associated media, printed materials, and “online” or electronic documentation (“Product”). By installing, copying, or otherwise using the Product, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, do not install, copy, or use the Product.
The Product is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Product is licensed, not sold.

1. GRANT OF LICENSE. Software. You may install, use, access, display, run, or otherwise interact with (“Run”) one copy of the Product, on a single computer, workstation, terminal, handheld PC or other digital electronic device (“Computer”). The primary user of the Computer on which the Product is installed may not make a second copy for his or her exclusive use on a portable computer. Storage/Network Use. You may store or install a copy of the Product on a storage device, such as a network server, used only to Run the Product on your other Computers over an internal network; however, you must acquire and dedicate a license for each separate Computer on which the Product is run from the storage device. A license for the Product may not be shared or used concurrently on different Computers. Reservation of Rights. All rights not expressly granted are reserved by Italtraff. Sample Code. Italtraff does not grant you the right to make, use and modify the sample source code (if any) contained in the Product (the “Sample Code”) for the purposes of evaluating, designing, developing, and testing software product(s), and to reproduce and distribute the Sample Code.

2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS Limitations on Reverse Engineering, Decompilation, and Disassembly. You may not reverse engineer, decompile, or disassemble the Product, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. Rental. You may not rent the Product. Support Services. Technical support will be provided for the Product. Italtraff may, in its sole discretion, provide you with support services related to the Product (“Support Services”), except that, Italtraff may, in its discretion, cease providing Support Services at any time and without notice. Use of Support Services, if any, is governed by the Italtraff policies and programs described in any user manual, “online” documentation, and/or other Italtraff- provided materials. Any supplemental software code provided to you as a part of Support Services shall be considered part of the Product and subject to the terms of this EULA. With respect to technical information you provide to Italtraff as part of the Support Services, Italtraff may use such information for its business purposes, including for product support and development. Italtraff will not utilize such technical information in a form that personally identifies you except to the extent necessary to provide you with support. No Other Uses. You may not use the Product in any way other than as expressly permitted under this EULA. Software Transfer. You may not transfer your rights under this EULA without the express written permission of Italtraff. If Italtraff grants such permission, then you may permanently transfer all of your rights under this EULA, provided you retain no copies, you transfer the entire Product, and the recipient agrees to the terms of this EULA. Termination. Without prejudice to any other rights, Italtraff may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must destroy all copies of the Product and all of its component parts.

3. COPYRIGHT
The Product is protected by copyright and other intellectual property laws and treaties. Italtraff or its suppliers own the title, copyright, and other intellectual property rights in the Product.

4. EXPORTABLE ENCRYPTION
You agree that you will not export or re-export the Product (or portions thereof) to any country, person or entity subject to the European export restrictions. You specifically agree not to export or re-export the Product (or portions thereof): (i) to any country subject to EU embargo or trade restriction; (ii) to any person or entity who you know or have reason to know will utilize the Product (or portions thereof) in the production of nuclear, chemical or biological weapons.

5. MISCELLANEOUS
This EULA is governed by the Italian laws and regulations. Should you have any questions concerning this EULA, or if you desire to contact Italtraff for any reason, please contact Italtraff at the following email address: info @ italtraff.it, or write to Italtraff srl, Via Accalvio 9 Zona Ind., 74024 Manduria (TA), Italy

6. DISCLAIMER OF WARRANTIES
To the maximum extent permitted by applicable law, Italtraff and its suppliers provide the Product and any (if any) support services related to the Product (“Support Services”) AS IS AND WITH ALL FAULTS, and hereby disclaim all warranties and conditions, either express, implied or statutory, including, but not limited to, any (if any) implied warranties or conditions of merchantability, of fitness for a particular purpose, of lack of viruses, of accuracy or completeness of responses, of results, and of lack of negligence or lack of workmanlike effort, all with regard to the Product, and the provision of or failure to provide Support Services. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT, WITH REGARD TO THE PRODUCT. THE ENTIRE RISK AS TO THE QUALITY OF OR ARISING OUT OF USE OR PERFORMANCE OF THE PRODUCT AND SUPPORT SERVICES, IF ANY, REMAINS WITH YOU.

7. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES
To the maximum extent permitted by applicable law, in no event shall Italtraff or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits or confidential or other information, for business interruption, for personal injury, for loss of privacy, for failure to meet any duty including of good faith or of reasonable care, for negligence, and for any other pecuniary or other loss whatsoever) arising out of or in any way related to the use of or inability to use the Product, the provision of or failure to provide Support Services, or otherwise under or in connection with any provision of Agreement, even in the event of the fault, tort (including negligence), strict liability, breach of contract or breach of warranty of Italtraff or any supplier, and even if Italtraff or any supplier has been advised of the possibility of such damages.

8. LIMITATION OF LIABILITY AND REMEDIES
Notwithstanding any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced above and all direct or general damages), the entire liability of Italtraff and any of its suppliers under any provision of this Agreement and your exclusive remedy for all of the foregoing shall be limited to the greater of the amount actually paid by you for the Product. The foregoing limitations, exclusions and disclaimers shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.

9. SOFTWARE UPDATES
You may only obtain updates or upgrades for the software from Italtraff. Software updates are free of charge, except that, Italtraff may, in its discretion, cease providing software updates at any time and without notice.

10. GENERAL
This License is the complete statement of the agreement between the parties on the subject matter, and merges and supersedes all other or prior understandings, purchase orders, agreements, and arrangements. This License including all matters relating to the validity, construction, performance and enforcement thereof, is governed by the Italian laws.
The agreed court of exclusive jurisdiction is the Forum of Taranto.
There are no third-party beneficiaries of any promises, obligations, or representations made by Italtraff herein. Any waiver by Italtraff of any violation of this License by you shall not constitute, nor contribute to, a waiver by Italtraff of any other or future violation by you of the same provision, or any other provision, of this License. If any part of this License or the application thereof to any person or circumstance is for any reason held invalid or unenforceable, it shall be deemed severable, and the validity of the remainder of this License, or the applications of such provision to other persons or circumstances, shall not be affected thereby.