GENERAL CONDITIONS OF SALE
OF WEART S.R.L. PRODUCTS
VALIDITY AND EFFECTIVENESS
The sale and supply of Weart S.r.l. (“Weart”) products is governed by these general conditions of sale (“GCS”). The acceptance by a purchaser of an offer or the confirmation of an order by Weart, however it is carried out, results in the finalisation of a contract between Weart and the purchaser and the automatic application and binding nature of this GCS. It is agreed that, following acceptance by the purchaser of the offer, the relative supply may not be cancelled without the prior written consent of Weart. An offer for sale formulated by Weart (“Offer”) shall remain valid for 30 calendar days starting from the date it is sent to the purchaser, or other term indicated in the Offer, limited to the supply of what is quoted in the same. After the aforementioned deadline, an Offer shall no longer be valid. Any amendment, addition or derogation to the GCS or any part thereof shall only be valid if it has been expressly accepted in writing by Weart. Therefore, any general conditions of purchase prepared by the purchaser shall not be applicable in the relations between the parties unless expressly accepted in writing by Weart and in any case shall not invalidate this GCS, with which it must be coordinated. Weart reserves the right to modify the GCS at any time. Should there be any cases of discrepancies or contradictions between the Italian and English versions, the Italian text shall prevail.
PRICES AND PAYMENTS
Unless otherwise agreed in writing between the parties, the prices indicated in Offers or in the price list are in Euros, excluding VAT, not including packing and transport costs.
Unless otherwise agreed in writing between the parties, the consideration shall be invoiced as follows:
- 50% at acceptance by the purchaser of the offer;
- 50% upon delivery of the Product/s.
Payment must be made as follows:
- 50% upon receipt of the invoice
- 50% 30 calendar days from the date of the invoice
by bank transfer or other means as indicated in the Offer. Purchaser is not authorised to offset payments against any claims on its part against Weart.
Upon full payment of the first invoice, the order shall be deemed confirmed.
Any delay or irregularity in payments shall give Weart the right to request, starting from the due date set for payment and without formal notice being required, default interest on the sum still due to the extent of the rate set by the laws currently in force in regard to commercial transactions (in particular, Legislative Decree 231/2002, as amended) in any case without prejudice to the right of Weart to request compensation for any greater damage suffered.
RETENTION OF TITLE
Weart shall retain the full legal title to and ownership of the delivered Products Weart until full payment of the entire agreed consideration is made and therefore, the purchaser shall take all necessary measures to prevent damage to this ownership right of Weart.
Unless otherwise agreed in writing by the parties, the Products shall be delivered ex works (EXWORKS Incoterms 2020) and therefore, the risks relating to the loss of Products shall be under the responsibility of the purchaser when the Products are delivered to the carrier.
Weart will be available to assess the particular requests of purchaser regarding transport and packaging of the Products, it being agreed that the resulting additional costs shall be borne by the purchaser and, in any case, the risk of loss of the Products during transportation shall be under the purchaser’s responsibility.
If, for reasons not attributable to Weart, the purchaser or the carrier designated by the same does not take delivery of the Products, Weart, subject to notice to the purchaser, may store them, charging the latter for any additional costs incurred.
Weart shall communicate the production lead time of the Products to purchaser, or indicative delivery dates; these terms shall not to be considered essential but shall be indicative and shall be calculated in working days.
Therefore, Weart shall not be held liable for any damage resulting from early or late delivery, whether total or partial, shall be excluded.
PRODUCT CONFORMITY AND WARRANTY
- Weart warrants that the Products (“Warranty”):
shall conform to the technical specifications (“Technical Specifications”) referred to in Offer
- shall be free from defects in design and/or material and/or workmanship directly attributable to Weart and such as to render these defective Products unsuitable in relation to its uses, applications and functions expressly described in the user and warnings manual (“Manual”);
- shall have CE marking provided that purchasers shall remain responsible for checking any discrepancies between the above-mentioned CE regulations and those of the countries the Products are sold to, keeping Weart indemnified in this respect.
It is agreed that the validity of this Warranty shall be subject to full payment for the Products and, unless otherwise agreed in writing, shall have a duration of 12 months starting from the date of delivery of the Products.
It is agreed that this Warranty shall replace the legal warranties for defects and non-conformity and shall exclude any other possible liability of Weart for defects and non-conformity whatever arising from supplied Products.
The liability of Weart for any reason resulting from the supply of the Products shall in no case exceed the price of the defective Product to which this liability arises.
In no event shall Weart be liable for loss of profit or for failure to use or technical shutdown of the Product, for claims by the purchaser and/or third parties relating to the damages for the aforementioned or for any other damages, even indirect or consequential.
In no way, except as expressly indicated in this clause, shall the supply of the Products be intended or interpreted as a transfer, assignment or grant of any license or other right on the industrial or intellectual property rights of the Product (or any parts thereof) which shall remain the exclusive ownership of Weart. Furthermore, Weart retains full property rights on all designs and documentation that have been delivered to the purchaser, the latter undertaking not to transmit them to third parties or use them for purposes other than those provided for in the supply of the Products. Weart grants the purchaser a perpetual, non-exclusive, non-sublicensable, non-transferable license, except as provided for in this clause, valid worldwide, for using the “object code” of the software installed on the Product (“Software License”). No other use is permitted. Weart may terminate the Software License in the event that the purchaser breaches these terms and conditions. The price of the Product also includes the granting of the Software License referred to in this clause. It is agreed that the purchaser may in no case: i) carry out any sale, transfer, license, decoding, disassembly or redistribution of the software and the interface software; ii) copy, disclose, distribute or
display such software and interface software; iii) make such software or interface software accessible to others or allow unauthorised use.
The Parties mutually acknowledge that the supply of the Products could result in the need for Weart to make confidential information available to the purchaser (“Confidential Information”) and that, therefore, for the purposes of this clause, Weart may be defined as the “Proprietary Party”; and the purchaser as the “Recipient”.
Confidential Information shall be received and kept in the strictest confidence by the Recipient, who undertakes not to disclose Confidential Information to third parties, using the same degree of diligence that you would normally use to protect its assets and to respect – and to ensure that its employees and collaborators will respect too – the confidentiality obligations related to all Confidential Information. The Recipient may not copy, duplicate, reproduce or record the Confidential Information in any format or by any means except to the extent strictly necessary to use the Products.
If a disclosure of the Confidential Information is caused by acts or facts directly or indirectly attributable to the Recipient and/or its employees, the same shall be obliged to compensate the Proprietary Party for any damage that is directly or indirectly related to the aforementioned disclosure.
The confidentiality obligations referred to in this clause shall come into force from the time of validity and effectiveness of the GCS for a period of 3 years.
FORCE MAJEURE AND EXCESSIVE BURDEN
The Parties shall not be held liable for any breaches related to the terms and conditions defined in these GCS and the relative Offer, should failure by affected Party be caused by force majeure such as, for example: natural disasters, national strikes, governmental measures concerning the transfer of goods, services or currency, etc., or in the event that performance by one of the parties has become excessively burdensome due to the occurrence of unforeseen or unforeseeable events. In the above-mentioned cases, the party whose performance is directly or indirectly affected by force majeure or which has become excessively burdensome shall be required to promptly notify the other party, undertaking – simultaneously – to take all possible measures to remove the force majeure causes and resume the performance as soon as possible. If this is not possible, the affected party who was obliged to perform but was impeded may request the contract’s termination.
Autonomy of the Parties. Weart and the purchaser are and shall remain independent parties, and nothing provided for in an Offer or by these GTS may be interpreted in such a way as to create a franchise relationship, or a joint venture between the parties. The purchaser does not act or operate on behalf of Weart and has no power to assume commitments in its name and on its behalf. The Offer and these GCS do not establish any exclusive relationship. Privacy. The parties declare and guarantee that the collection, use, disclosure and storage of any personal data, in relation to and/or in execution and/or connected to the supply of the Products, shall be performed in full compliance with EU Regulation 2016/679, as amended. Any processing of personal data carried out by the parties for purposes that are not strictly related to the contractual relationship established by the parties with these GCS is expressly prohibited. Partial nullity. The parties agree that if one or more clauses contained in these GCS are considered void or ineffective, such nullity or ineffectiveness shall be limited to said clauses and shall not result in the invalidity of all the GCS. The parties in any case undertake to negotiate in good faith in order to replace invalid or ineffective clauses with other clauses that as much as possible ensure the same effects of the replaced clauses, having regard to the purposes of the GCS.
JURISDICTION AND RELEVANT COURT
END USER LICENSE AGREEMENT
This End User License Agreement (“Agreement”) is made and entered into by and between Weart S.r.l. (hereinafter “Weart” or “Licensor”), having offices at Via San Martino 12, 20122 Milan, Italy, and you as the end-user of the Software (hereinafter, “Licensee” or “you”) and sets out the terms and conditions governing the end-user’s right to use licensed Software. To the extent of this Agreement Software shall mean software, firmware, middleware, software development kit (“SDK”) for the Unity or the Unreal engine development environment, demo virtual reality applications built for the Unity or the Unreal engine development environment, including any updates or upgrades thereof (collectively, “Software”) that is part of the Weart product, provided to Licensee for use solely by Licensee in using Weart product and the provisions herein shall apply with respect to such Software. By using the Software, you indicate your acceptance of these terms and conditions, at which point this Agreement will become a legally binding agreement between you and Weart.
1. License Grant. During the Term (as defined below), subject to the terms and conditions of this Agreement, Weart grants to Licensee a non-exclusive, revocable, non-transferable, non-sublicensable, worldwide, license to use the Software for the use of the Weart product only in the ordinary course of Licensee’s business.
form to become available to any third parties.
hereunder. Licensee recognizes that Weart is not obligated to provide any Maintenance Releases to, or support for, the Software.
and procedures regarding the provision of access to your data, monitoring access and use of your data, conducting routine backups and archiving of your data, and ensuring the adequacy of anti-virus software. Accordingly, the Licenses agree that Weart is not responsible for any inability to access, loss or corruption of data as a result of your use of this Software and Weart has no liability to you in connection with such inability to access, loss or corruption of data.
functions contained in the Software will meet Licensee’s requirement, or that the operation of the Software will be error free or uninterrupted.
business, lost business revenue, other economic loss or any loss of recorded data arising out of the use of or inability to use the Software.
applicable between Wearty and such Third Party. The Agreement accompanying the Software does not alter any rights or obligations Weart and the Licensee may have under those Third Party Software’s licenses.
interest or title in Confidential Information or in relation to it. The Licensee shall, for the duration of Term and 5 (five) years after the Term, keep in strict secrecy all
disclosed Confidential Information and shall not, without the prior written permission of Weart, disclose it to any third party or use it for any purpose except as otherwise permitted under this Agreement. Licensee shall promptly cease using received Confidential Information upon termination of the Agreement or when the Licensee no longer needs Confidential Information in question for this Agreement’s execution, whichever is earlier.
imported or exported, re-exported, transshipped, diverted or transferred, directly or indirectly, contrary to
such regulation or restrictions.
from or in connection with this Agreement shall be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. A waiver of any term, condition, right
or remedy herein, when duly made by a Party, shall be valid only in the instance for which it is provided and explicitly referred to, and shall not be deemed a continuing waiver of said provision, nor shall it be construed as a waiver of any other term, condition, right or remedy hereof. Severability. If any provision of this Agreement is declared by any judicial or other competent authority to be illegal, void or otherwise unenforceable, the remaining provisions of this Agreement shall remain in full force and valid.