General design conditions

1)  Nature, validity and effectiveness of the general conditions.

1.1 These general conditions regulate the terms and conditions governing individual design contracts entered into between the Principal and MICRO SYSTEMS s.r.l., headquartered in – 41016 – Novi di Modena (MO), via Bologna, n. 25/27, tax code and VAT no. 01306460369 (hereinafter MICROSYSTEMS).

1.2 The Customer may not invoke or object to any conditions other than those contained in these general conditions. Therefore, any conditions specified in writing in the “Design Request” and/or “Design Offer Con-ference” sent by the Customer or otherwise indicated in brochures, catalogs, websites, drawings, invoices or whatever shall have no validity.

Any special conditions and/or waivers or modifications to these general pro-jecting conditions must be specifically authorized in writing by MICROSYSTEMS.

Therefore, any clause affixed by the Client to the “Design Request” that conflicts with what is stated or referred to in these general conditions shall be considered as invalid.

1.3 These general conditions shall be valid indefinitely and shall in all cases be deemed to be known to the Principal by virtue of the signing and/or conclusion of the Product Design Agreement.

1.4 Any verbal agreements, representations, or impe-ments of agents of MICROSYSTEMS occurring prior to, contemporaneously with, or subsequent to the posting on the site of these terms and conditions shall not be binding on MICROSYSTEMS unless confirmed by MICROSYSTEMS in writing.

2) Order Procedures.

2.1 Project Preparatory Phase (if any).

The Client, at the time it intends to entrust MICROSYSTEMS with the implementation of a Project, is required to send in writing to the latter, also by e-mail, a document called “Request for Design”, containing at least the following pre-scriptions in its possession:

– the project idea to be carried out;

– the description of the services required; 

– the drawings;

– the constrained components (make, models …);

– the regulations and other to which the Project must respond;

– any other elements, documents and/or news useful for the realization of the Project.

MICROSYSTEMS, upon receipt of the “Design Request”, examines the material provided by the Customer and, with the participation and constant con-tribution of the Customer, as well as on the basis of the documentation tra-smitted by the Customer, prepares a document called the “Summary Document of Functional Project Specifications” containing in summary and schematic form a draft non-final, of the architecture of the Project which it sends to the Client together with the “Design Bid” containing an estimate of the cost and time for the realization of the Project which shall be subsequently confirmed in the final drafting of the Project with the issuance of the document “Functional Specifications” .

The Customer, within 30 (thirty) days of receipt of the aforementioned “Design Offer”, must confirm the same by sending to MICROSYSTEMS, also by e-mail, a document called “Confirmation of Design Offer”, failing which, the contract will not be finalized and no bond and/or obligation will arise on the part of the parties.

Upon receipt by MICROSYSTEMS of the Client’s “Design Offer Confirmation,” the design contract is per-featured and has become valid and binding on the Parties.  

MICROSYSTEMS, upon receipt of the “Design Offer Confirmation” from the Client shall proceed to prepare, develop and draft the “Functional Specification” containing all information, news and any other elements relating to the Project including, as applicable, functional specifications, procedural activities, timelines, executive processes, testing activities as well as to prepare a “Redetermination of Project Costs and Timelines Sheet,” if changes/revisions have occurred to the Project that may have resulted in an increase and/or decrease in costs from those pre-estimated in the initial “Design Bid.”  

Once the “Functional Specification” document has been developed, MICROSYSTEMS submits it to the Client for approval.

2.2 Project Development Phase.

In the absence of the “Project-to Preparatory Phase” referred to in 2.1 above, MICROSY-STEMS upon receipt of the “Design Request” from the Principal also containing the “Functional Specification,” shall submit to the Principal, prior to commencement of the Project, a “Design Bid” containing an estimate of the cost and time for completion of the Project.

The Customer, within 30 (thirty) days of receipt of the aforementioned “Design Offer”, must confirm the same by sending MICROSYSTEMS, also by e-mail, a document called “Design Offer Confirmation”, failing which, the contract will not be perfected and no bond and/or obligation will arise on the part of the Parties.

Upon receipt by MICROSYSTEMS of the “Design Offer Confirmation” from the Client, the design contract is per-featured and has become valid and binding on the Parties.  

3. Changes and additions to the Project.

The “Functional Specification” approved and/or sent by the Client, may be subject to modifications and variations following an explicit request by the Client.

Should any changes and/or variations requested by the Customer affect the time and cost of the Project, MICROSYSTEMS, before proceeding with the changes, will send the Customer a summary sheet of the additional time and cost, which must be specifically approved by the Customer failing which the changes will not be carried out.

MICROSYSTEMS shall not be liable for any delays in the development of the Project due to the Principal’s failure to provide the required information and/or documents.

4. Testing Procedure.

MICROSYSTEMS, having completed the design, shall transmit to the Principal a prototype and/or a pre-series of the products manufactured in accordance with the “Functional Specification” for verification and approval operations.

It is the exclusive competence and responsibility of the Principal to provide for all verification and approval tests, designed to verify with its own experts the adequacy and correspondence of the “Functional Specification” to the use for which the product is intended, as well as the compliance of the same Project realized with the “Functional Specification”, the legal standards and the chapter requirements. All costs of this activity shall be borne by the Customer and no responsibility can be attributed to MICROSYSTEMS if any defects are found at this stage.  

5. Intellectual and Industrial Property.

The Customer has the duty and responsibility to verify that the Product commissioned to MICROSYSTEMS for design and/or production is not covered by patent and/or al-other intellectual and/or industrial property rights of third parties. The CONTRACTOR shall perform such ve-rification at its own expense before commissioning MICROSYSTEMS.

MICROSYSTEMS shall not in any event be held liable for the infringement of third-party intellectual and/or industrial property rights on the products designed and/or produced on behalf of the CONTRACTOR, who shall be liable on its own account for such infringements, undertaking to indemnify and hold MICROSYSTEMS harmless from any claim for compensation made by third parties having to do with the infringement of third-party intellectual and/or industrial property rights.

6. Prohibition of Distraction of Personnel. 

The Customer undertakes and is indero- gabilmente obligated to MICROSYSTEMS both during and for a period of 5 (five) years following the termination of the intercor-renting business relations between the Parties, to refrain from directly or indirectly offering any employment opportunities to employees and/or collaborators and/or consu- lents, including external ones (whether established in indivi-dual or corporate form) of MICROSYSTEMS, even if not directly involved in the execution of this contract.

Violation of the above prohibition will result in the Principal’s obligation to indemnify MI-CROSYSTEMS for all damages suffered.  

7. Judicial Body and Exclusive Forum.

7.1 The Judicial Body competent to hear disputes relating to the existence, execution, interpretation, validity, non-fulfillment or termination of the pre-sent general conditions of design is exclusively that of Italy. 

7.2 The parties stipulate that competent to decide any dispute arising out of or in connection with these general design conditions, including any dispute relating to the existence, execution, interpretation, validity, non-performance or termination thereof, shall be exclusively the Court of Modena (MO-Italy).

8. Applicable Law.

These general design conditions are governed by and shall be interpreted exclusively by Italian law.

The application of the Vienna Convention, as well as that of any other international Con-vention, is excluded, the regulation of these general conditions of pro- design and all disputes referred to them being exclusively referred to the application of Italian law.

9. Processing of personal data

Pursuant to and for the purposes of EU Regulation No. 2016/679 (GDPR) and Legislative Decree 196/2003 as amended and supplemented, MICROSYSTEMS and the CONTRACTOR acknowledge that they have mutually informed each other and agree that the personal data collected for the formalization of the supply contracts governed by these general conditions are subject to processing in the Customer/Supplier file for civil and tax compliance and for management, statistical, commercial and marketing purposes.

10. Final Clauses.

10.1 The original text of these general design conditions is drawn up only in the Italian language and is the only authentic and binding text between the parties.  

10.2 Without prejudice to what is specified in point 10.1 above, the original Italian language text of these general conditions may also be translated by MICROSYSTEMS into other foreign languages and this for the sole purpose of facilitating among its SUPPLIERS the dissemination of the provisions contained herein and without this in any way detracting from the exclusive validity between the parties of the text drafted in Italian.

10.3 These general conditions abrogate and replace any previous general conditions of design, both written and verba- lly, between MICROSYSTEMS and the CONTRACTOR. 

10.4 Should one or more of the clauses contained in these general conditions or in the order con-ferences be annulled or be declared null and void or ineffective under the law, the validity of the remaining clauses shall remain intact.

10.5 Failure to exercise any of the provisions, rights or faculties provided herein shall not prevent or prejudice the right to enforce such provisions, rights or faculties subsequently, or any other provisions, rights or faculties conferred by these general conditions.

10.6 All license rights in the manufacture, marketing, sale, and use of the designed pro-ducts, as well as anything in any way in the performance of this relationship do-able to be discovered, invented, and designed, is and shall be the exclusive property of MICROSYSTEMS.