Ogólne warunki sprzedaży
Vinci Life Science Applied Italia s.r.l. · Ogólne warunki sprzedaży i warunki korzystania z witryny.
1. Scope of Application and Formation of Contract
1.1. These General Terms and Conditions of Sale (“GTC”) apply exclusively to all business relations, quotations, offers, and agreements regarding the supply of laboratory bioreactors, industrial pilot plants, accessories, software, and related engineering, validation, or maintenance services (the “Products” and/or “Services”) by Vinci Life Science Applied Italia s.r.l. (“Supplier”) to any professional customer (“Buyer”).
1.2. Any deviations, amendments, or customer’s purchase terms shall only be binding if expressly accepted by the Supplier in writing.
1.3. A contract is deemed executed only upon written Order Confirmation issued by the Supplier or upon signature of a specific supply agreement by both Parties.
2. Technical Specifications and Intent of Use (“Open-Ended Instrument”)
2.1. The technical characteristics, performances, and dimensions of the Products are exclusively those specified in the Supplier’s official offer and/or Order Confirmation.
2.2. The Buyer acknowledges that laboratory bioreactors are, by their nature, “open-ended instruments” intended for scientific research and controlled testing. The Supplier does not provide biological process development, yield guarantees, or optimization of specific bioprocesses (such as, but not limited to, biogas or cell culture yields), which remain under the exclusive risk and responsibility of the Buyer.
2.3. The Products must be operated solely by highly qualified, fully trained, and competent personnel (Sophisticated Users). The Supplier declines all liability for damages to things, operators, or third parties arising from incorrect, reckless, unapproved, or non-cognizant operation of the instrument.
3. FAT (Factory Acceptance Test) and SAT (Site Acceptance Test)
3.1. Unless otherwise agreed in writing, standard factory testing (FAT) and site commissioning (SAT) shall be carried out utilizing clean water as a neutral testing fluid.
3.2. Testing with actual process matrices, chemical products, or biological substances is strictly subject to the Supplier’s prior written technical approval and shall always configure an extra-contractual service subject to additional fees (Change Order).
3.3. If a FAT online is performed and conformed to the technical parameters of the order, it shall be considered a valid factory clearance for shipment. Any refusal by the Buyer to accept a technically compliant FAT shall constitute a material breach of contract.
4. Prices, Payment Terms, and Default (Late Payments)
4.1. Prices are to be understood Ex Works (Incoterms 2020) Supplier’s facility, excluding packaging, transport, insurance, customs duties, VAT, or other applicable international taxes, unless explicitly stated otherwise.
4.2. Unless otherwise agreed, the standard payment structure requires a 50% advance payment upon order placement and 50% prior to shipment/clearance.
4.3. Late Payments: In the event of failure to pay any installment by the due date, the Supplier shall have the right, under its sole discretion and without prejudice to any other legal remedies, to:
- Immediately suspend any further manufacturing, testing, or delivery of the Products under this or any other pending contract with the Buyer.
- Charge late payment interest automatically at the rate provided by European Directive 2011/7/EU (or the equivalent commercial statutory default interest rate under the applicable law) plus 8 percentage points.
- Declare the Buyer decayed from the benefit of any installments (decadenza dal beneficio del termine), rendering the entire remaining balance immediately due.
- Recover all collection costs, attorney fees, and administrative expenses incurred.
5. Retention of Title (Riserva di Proprietà)
5.1. The Supplier retains full legal title and ownership of all delivered Products until it has received full and unconditional payment of the total contractual price, including any interest or auxiliary costs.
5.2. The Buyer shall cooperate fully with the Supplier to register or perfect this retention of title clause in accordance with the local laws of the country where the Products are located.
6. Delivery Terms, Delays, and Force Majeure
6.1. Delivery dates or lead times stated in the offer or Order Confirmation are approximate and non-binding guidelines, unless expressly defined as “essential” or “fixed” in writing.
6.2. The Supplier shall not be held liable for any delays in delivery caused by:
- Delays or omissions by the Buyer in providing technical data, approvals, utilities data, or required advance payments.
- Events of Force Majeure, which include but are not limited to: acts of God, strikes, lockouts, supply chain disruptions, raw material shortages, embargoes, delays in customs clearance, government restrictions, or pandemics.
6.3. In the event of a delay attributable solely to the Supplier’s gross negligence, any liquidated damages or penalties, if explicitly agreed upon in writing beforehand, shall be capped at a maximum of 5% of the value of the delayed portion of the order and shall exclude any claim for indirect or consequential damages.
6.4. Storage fees: If the Buyer refuses or delays the collection/acceptance of the Products once notified that they are ready for delivery, the Buyer shall be charged storage fees equal to 0.5% of the total order value for each week of delay, starting from the 15th day following the readiness notice.
7. Order Cancellation and Termination
7.1. Cancellation by the Buyer: The Buyer may not cancel or suspend an executed order without the written consent of the Supplier. If the Supplier accepts an order cancellation, the Supplier shall have the right to retain any advance payment (such as the 50% deposit) as liquidated damages to cover engineering hours, materials procured, and production costs, without prejudice to the right to claim further proven damages.
7.2. Termination by the Supplier: The Supplier may terminate the contract with immediate effect by written notice if:
- The Buyer fails to pay any sum due within 15 days following a formal written notice;
- The Buyer becomes insolvent, bankrupt, enters liquidation, or is subject to receivership.
Upon such termination, the Supplier is released from any delivery obligations, may retain all down payments received as a penalty, and can repossess any Products under retention of title.
8. Standard Limited Warranty
8.1. The Supplier warrants that the Products will be free from defects in materials and workmanship for a standard period of 12 (twelve) months from the date of delivery (Ex Works), or 12 months from commissioning, whichever occurs first, but in no event exceeding 15 months from the readiness notice.
8.2. This warranty is strictly limited to the repair or replacement, at the Supplier’s sole discretion, of defective components. Replaced parts become the property of the Supplier.
8.3. Exclusions: The warranty explicitly excludes:
- Wear and tear parts (e.g., O-rings, gaskets, sensors, pH/DO probes, glassware breaking);
- Defects caused by misuse, lack of proper maintenance, non-compliance with the operating manual, or unapproved modifications/repairs made by the Buyer or third parties;
- Damages caused by aggressive process chemicals, unpredictable corrosion, or use of matrices outside factory specifications.
8.4. To claim warranty rights, the Buyer must notify the Supplier of the defect in writing within 8 (eight) days of its discovery, failing which the warranty is voided.
9. Limitation of Liability and Indemnity
9.1. To the maximum extent permitted by applicable law, the Supplier’s cumulative financial liability for any breach, negligence, indemnity, or product defect under the contract shall be strictly capped at the total amount actually paid by the Buyer for the specific Product or Service giving rise to the claim.
9.2. In no event shall the Supplier be liable to the Buyer or any third party for any indirect, incidental, special, punitive, or consequential damages, including but not limited to: loss of profit, loss of revenue, bioprocess failures, contamination, loss of data, plant downtime, or damages resulting from the dangerous nature of generated gases (such as biogas toxicity, flammability, or explosiveness).
9.3. The Buyer shall indemnify, defend, and hold harmless the Supplier from any third-party claims, lawsuits, or administrative fines arising out of the Buyer’s operations, process management, or non-compliance with local environmental, ATEX, and safety regulations.
10. Intellectual Property, Software Licensing and Confidentiality
10.1. All intellectual property rights, including but not limited to source codes, embedded software, firmware, control algorithms, human-machine interface (HMI) configurations, supervisory software (SCADA), technical drawings, P&ID layouts, and technical documentation provided by the Supplier remain the sole and exclusive property of the Supplier or its licensors.
10.2. Subject to full payment of the contractual price, the Supplier grants the Buyer a non-exclusive, non-transferable, perpetual (unless terminated for breach), and limited license to use the software solely in the object code version and exclusively for the internal operation of the specific Product provided.
10.3. Restrictions: The Buyer shall not, and shall not permit any third party to: (i) copy, modify, adapt, or create derivative works of the software; (ii) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code; (iii) bypass, modify, or defeat any security or licensing mechanisms; (iv) rent, lease, sublicense, or distribute the software to any third party.
10.4. Updates and Maintenance: Unless explicitly covered under a separate, paid Software Maintenance Agreement (SMA), the Supplier is not obligated to provide software updates, patches, upgrades, or custom biological recipe developments. Any software modification requested by the Buyer after the Order Confirmation shall be quoted separately as an extra-contractual service.
10.5. Software Liability Disclaimer: To the maximum extent permitted by law, the software is provided “as is”. The Supplier warrants that the software will substantially perform the machine control operations specified in the technical documentation, but does not warrant that the operation of the software will be completely uninterrupted, error-free, or compatible with third-party operating systems, networks, or ERP systems not explicitly approved by the Supplier in writing.
10.6. The Buyer shall treat all commercial and technical information received from the Supplier as strictly confidential and shall not disclose it to third parties without prior written consent.
11. Governing Law and Jurisdiction
11.1. These GTC and all related contracts shall be governed by, and construed in accordance with, the laws of Italy, with the express exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG / Vienna Convention 1980).
11.2. Any dispute, controversy, or claim arising out of or relating to the contract, including its formation, validity, or termination, shall be submitted to the exclusive jurisdiction of the Court of Milan (Italy).
Website terms of use
Content ownership
The content, trademarks and materials on this site belong to Vinci Biotechnologies or their respective owners and may not be reproduced without authorisation.
Limitation of liability
Technical information is provided for informational purposes and may be updated without notice. Vinci Biotechnologies does not warrant it is error-free and is not liable for damages arising from use of the site.
Governing law
These terms are governed by Italian law. Place of jurisdiction: Milan, Italy.