Terms and Conditions

To be used in relationships with private individuals, entrepreneurs, companies, public bodies and special funds under public law.

General prices and deliveries

1. Le These general conditions of supply (hereafter "conditions") will be effective for any order if not expressly waived in writing by the parties and always accepted in writing by Robo'n Roll srl (LTD). Any costs related to transport, assembly and testing of the products will be regulated by autonomous and specific forecasts.
   
2. Any verbal agreements, declarations or commitments of agents, employees and officials of Robo'n Roll that occurred before, at the same time or later the signing of these conditions will not be binding for Robo'n Roll se not confirmed by the latter in writing.
   
3. The orders, in any form forwarded by the customer, will not be binding in any way for Robo'n Roll, which can so do not accept them or accept them partially at its sole discretion or withdraw from them. In case of contrast between the customer's purchase order and the present supply conditions, the latter will prevail except different will of Robo'n Roll expressed in written form aswell as in case of discrepancy between the order and the relative confirmation of Robo'n Roll will prevail the latter.
   
4. Price lists, quotes, offers and prices may undergo, at any time, changes at the unquestionable judgment of Robo'n Roll.
   
5. Prices indicated by Robo'n Roll are, unless otherwise stated in the offer, Robo'n Roll warehouse net of taxes, transport costs, customs and other tax charges.
   
6. The terms of delivery of the products, if agreed, refer to the date of acceptance by the freight forwarder and will start from the customer's implementation of the charges and obligations imposed on him for example, the presentation of documents or the execution of pre-agreed payments.
   The terms of delivery will still have a purely indicative value and any delays in the delivery of the products can not in any case lead to any responsibility for Robo'n Roll. Therefore the customer can not attribute it to it ask Robo'n Roll for any compensation for damages incurred due to possible delays in the delivery of products.
   
7. The products will be delivered by Robo'n Roll in the place indicated by the customer and reported on the related document transport, by noticing the diversity of this last place with the client's headquarters, which therefore exonerates from now on Robo'n Roll from any prejudice and damage suffered by the same resulting in the place of delivery of the products.
   
8. Force majeure, fortuitous events and all exceptional events that could jeopardize regular evasion order, such as delays in delivery by Robo'n Roll suppliers, transport problems and setbacks in manufacturing, trade union conflicts, lack of material and energy, measures aside State authorities and restrictions on imports and exports, will allow Robo'n Roll to extend to appropriate measure the terms of delivery or, if the order is compromised or made impossible, to withdraw totally or in part from the contract, without the client's right to any compensation. It is still faculty for Robo'n Roll not give evasion to the order, even if confirmed, if the customer has become insolvent also with reference to other supplies or to other suppliers, or its capital guarantees have decreased.
   
9. In the event that no technical specifications are supplied by the customer and accepted by Robo'n Roll, if it is the same necessary for the order fulfillment, the specifications adopted will be those indicated by the latter.
   
10. Partial execution of the order by Robo'n Roll will result in acceptance limited to the quantities of products included in the partial execution, without prejudice to the option for Robo'n Roll not to proceed further partial executions of the same order, without which it may derive rights or claims in any way from part of the customer or third parties.

Shipment

1. Shipment of the products will take place, unless otherwise agreed, to full costs of the customer who, in this regard, can not to object to the possibility of using prices or means of transport that are cheaper than those used by Robo'n Roll.

Complaint and claims for defects

1. Complaints for incomplete or incorrect deliveries or complaints for recognizable and obvious defects must be communicated to Robo'n Roll in writing within eight (8) days of their discovery, except as otherwise provided agreed. In default, the buyer will lose its right, given the peremptory nature of the term.
   
2. Any objections to incomplete or incorrect deliveries must be formalized in Robo'n Roll in writing, a penalty of forfeiture, immediately and must appear on the transport document or other documents on the deed of receipt of the goods. In any case they must be reported to Robo'n Roll within eight (8) days of delivery of the goods under penalty of forfeiture.

Warranty

1. Robo'n Roll declares and guarantees that the products marketed by the same have been built with full respect of the national and international regulations governing the matter, the excellent quality of the materials used and the good construction of the device and again that it has been tested thoroughly and subjected to severe inspections from Robo'n Roll quality control.
   
2. Regarding the start and duration of the warranty, refer to the provisions of the product warranty rules in force at the time of sale and in particular it is confirmed that the warranty will be valid for twenty-four (24) months if the buyer uses the asset for purposes other than his business, commercial and professional activity, as required by Legislative Decree 206/2005. On the contrary, it will have a validity of twelve (12) months if the buyer purchases the asset for purposes related to its business, commercial and professional activities.
   
3. In the event that the products are resold to individuals who purchase them for non-commercial purposes commercial and professional entrepreneurship, Robo'n Roll, without prejudice to the provisions of the matter by Legislative Decree 206/2005, it may issue a conventional guarantee in favor of the consumer, whose terms are set out in the relevant certificate of conventional guarantee. It is however understood that the retailer will be responsible for any defect or malfunction due to tampering, handling, modification and mutation of the product conditions made by the dealer prior to the resale of the produced to the final consumer.
   
4. Without prejudice to the provisions of mandatory laws, they will not be covered by a guarantee:
   - any transport failures (scratches, dents and similar);
   - damages and malfunctions due and originated from insufficiency or inadequacy of the electrical system, web network, of feeding, or alterations deriving from environmental, climatic or other conditions;
   - damages and failures caused by negligence, negligence, tampering, disassembly, inability to use, or repairs carried out by unauthorized personnel;
   - faults and malfunctions resulting from incorrect installation of the product;
   - defects or malfunctions due to the use of non-original accessories and spare parts;
   - what can be considered normal deterioration due to use of the product;
   - damages and malfunctions resulting from improper and incorrect use of the product that is different and in contrast with the instructions for use indicated on thecomplete available instructions on the website and in brief.
   It is understood that the installation of the product, equipment adjustment, maintenance ordinary and extraordinary, consulting of plants are not to be considered as activities carried out under warranty.

Reserve of Ownership

1. The ownership of the products will be of Robo'n Roll until full payment of the invoice, even after delivery to the purchaser.
   
2. In case of initiatives by third parties on the products subject to the retention of title, and in particular for how much concerns foreclosures and confiscations, Robo'n Roll must be immediately informed.
   
3. In the case of non-payment of all or part of the supplies by the customer, by the date envisaged, Robo'n Roll may be in possession of the delivered products, and this at its simple request. Despite the above, the customer is responsible for any damage and loss that occurred after delivery even if by chance, force majeure or other events not attributable to the customer.

Payments

Payments must be made according to the conditions set by Robo'n Roll.

1. In case of failure or delayed payment of any amount due to any title due to Robo'n Roll will start from the moment of non-payment, without the need for intimation or formal notice by Robo'n Roll and without prejudice to compensation for any greater damage, default interest in an amount equal to the fixed annual rate of 10.00%.
   
2. Robo'n Roll will have the right to refuse or suspend supplies in case of default of the buyer for any amount a its debt or if its balance sheet or financial situation subsequently worsens the conclusion of the contract and again in the event that its capital guarantees have decreased.
   
3. The buyer renounces to make any claims receivable in compensation to Robo'n Roll without prior payment full of its debts to the latter.
   
4. In case of non-payment by the purchaser, at the relevant deadlines, even only one part of the consideration of the supplies the latter will automatically decay from the benefit of the term for the non-sums still expired and will therefore have to provide for the immediate full payment of its capital debt, interests and expenses.

Confidentiality

1. All commercial and technical information from Robo'n Roll (including the features deductible from goods or software delivered and other knowledge or experience) should not be disclosed to third parties, unless that and to the extent that they are not demonstrably in the public domain, or unless Robo'n Roll does not decided to resell it through the customer, and can be made available only to those, within the customer's company, who must necessarily use it and will be required to maintain it on the same the maximum reserve; said information will remain the exclusive property of Robo'n Roll. Such information does not may be reproduced or used for commercial purposes without the prior written consent of Robo'n Roll. On request of Robo'n Roll, all information derived from it (including, where applicable, copies or duplicates prepared) and the goods made available using the loan / loan must be returned immediately and totally to Robo'n Roll, or to be destroyed. Robo'n Roll reserves all rights to the information mentioned in this article (including copyright and the right to submit applications relating to industrial property rights, such as patents, utility models, patent protection of components, etc.).

Technical specifications and industrial property

1. Specifications, drawings, technical documents, samples, models, equipment and documents that possibly Robo'n Roll will have communicated for any reason the purchaser will remain the property of Robo'n Roll and the buyer agrees to keep them confidential and use them exclusively for the performance of this contract.

Immediate termination clause

1. This contract will be resolved by right in the manner provided for by art. 1456 cod. civ. if the buyer:
   - suspend, in whole or in part, the payment of any sum due to Robo'n Roll in relation to the supplies made to his favor;
   - refuse to collect the goods supplied to it;
   - disclose to third parties news and information relating to business relations with Robo'n Roll;
   - is subject to bankruptcy proceedings, none excluded and again if acts against him are found of protest or pending real estate or third-parts enforcement procedures;
   - their capital guarantees to protect the satisfaction of Robo'n Roll's creditors have decreased;
   - is subject to changes in the company structure;
   - ask for delays in payment terms for supplies;
   - has become untraceable;
   - refuse, at the request of Robo'n Roll, to issue guarantees to Robo'n Roll.
   In the event of termination of the contract the buyer, in addition to having to correspond to Robo'n Roll in full when due, it will still have to fully compensate all the damages suffered by it as a result of its own contractual breaches. However, the possibility remains for Robo'n Roll to request the fulfillment.

Withdrawl

1. Robo’n Roll potrà recedere dal presente contratto, senza alcun obbligo di motivazione, con un preavviso di un 1 mese.

Returns

1. Notwithstanding the provisions of the previous articles, Robo'n Roll does not consent to returns of products except in the cases expressly authorized and accepted by Robo'n Roll as provided below.
   The customer who intends to make a return of the products must necessarily send a prior request for authorization to return to Robo'n Roll within 90 working days from the purchase invoice, by mail (addressing this request to your sales contact) indicating the product codes and the quantity of product for which the customer requires the return. Robo'n Roll may authorize the return in advance by sending the customer specific notice of authorization to which a pre-filled "return order" will be attached and showing the product codes and quantities of products subject to the return request. The return order number must absolutely be indicated in the bulletin customer return. Sending such duly completed documentation is an essential requirement for Robo'n Roll in order to continue the checks on the acceptability of the return; in the absence of said Robo'n Roll documentation will be forced to refuse the return and willfind immediate and automatic application as follows.
   Robo'n Roll, upon the authorization and at its own expense, will hire a transporter to proceed with the collection of products at the customer's premises, it being understood that (1) the withdrawal does not imply explicit acceptance or implicit of the return, (2) the carrier will pick up only the products (in terms of codes and quantities) as per the return order and authorization and (3) in case of withdrawal of higher quantities of products or products different from those indicated in the order of return and authorization of Robo'n Roll, it will find automatic and immediate application as provided for subsequent letter b) with reference to such surpluses / products not authorized for the return.
   The costs for transport, assembly / dismantling and customization are excluded from the return.
   Robo'n Roll undertakes to check the products received and inform the customer of any refusal to return within 60 days from receipt of the products themselves.
   Robo'n Roll reserves the right to accept the return of only products that meet the following conditions:
   - have been packaged by the customer in an appropriate manner in the original packaging in order to avoid damage during transport;
   - are not damaged;
   - have not been tampered with in any way;
   - are still in their original boxes.
   Following verification Robo'n Roll can:
   a) Accept the return formally. In this case Robo'n Roll will return to the customer, by means of a credit note, the amount from same paid for the purchase of the returned product, without prejudice to the fact that they will not be recognized at the customer, with exceptions, transport costs or other costs incurred for the first shipment of the products. This credit note will be valid as acceptance of the return by Robo'n Roll, without further need communication in this regard, and will be issued within 60 days of receipt of the return;
   or
   b) Refuse the return. In this case, Robo'n Roll will communicate this refusal to the customer who will have 5 working days to check the communication of Robo'n Roll concerning the refusal of the return indicating their intention to collect the products at the Robo'n Roll warehouse. In particular, if Robo'n Roll refuses the return, the same will keep the goods subject to the return refused at their warehouse located in Modena for 10 working days so that the customer can arrange the collection of goods.
   If the customer does not find the communication of Robo'n Roll concerning the refusal of the return in the terms above, in the event that the customer communicates his intention not to proceed with the withdrawal of the goods, or in the absence of a specific agreement in about the timing of the withdrawal (in cases where the above deadline of 10 working days is not appropriate for the specific circumstances of the case), Robo'n Roll will proceed with a symbolic credit amounting to 1% of the purchase value of the returned goods as consideration for the repurchase of the goods in question.

Personal Data Protection

1. As required by Article 13 of Regulation (EU) 2016/679 (see Privacy) Robo'n Roll informs the customer that the data personal data provided will be used for the fulfillment of contractual obligations.
   The data may be disclosed to other companies which Robo'n Roll entrusts specific activities in the supply.
   The customer can exercise the rights foreseen by the art. 7 of the Privacy Code, such as correction, update and cancellation of own data.
   The Data Controller is Robo'n Roll s.r.l. Stradello della Noce, 41 - 41123 Ganaceto (MO).

Export Checks

1. Supplies and services (contractual services) are subject to the condition that there are no obstacles to it performance deriving from national or international export control regulations, in particular the measures embargo or other sanctions. The customer undertakes to provide all the information and documentation that is required for export and shipping. Delays due to export exams or approval procedures make expiration dates and delivery dates inapplicable. If the necessary authorizations are not granted or if the delivery and the service can not be approved, the contract is considered not concluded with reference to interested parties.
   Robo'n Roll has the right to terminate the contract without prior notice in the event that such termination is necessary for comply with national or international legal provisions.
   In the event of termination pursuant to the previous paragraph, the customer has no right to take action for the compensation of any damage or other rights as a result of termination of the contract.
   When the customer makes available products supplied by Robo'n Roll (hardware and / or software and / or technology and related documents, regardless of how they are made available) and work and services performed Robo'n Roll (ibid including technical support of any kind) to third parties in Italy and abroad, the customer must comply with the applicable provisions, respectively, at national and international level on the control of re-exports.

Applicable law and competent court

1. All relations between Robo'n Roll and the customer are binding and must be interpreted only in compliance with the Italian legislation, excluding the conflict of laws rules and the United Nations Convention on Contracts international sale and purchase of goods (CISG). For any dispute relating to or related to these conditions General will be competent exclusively the court judicial of the forum of Modena with express, concorde exclusion of any other competing or alternative forum.

Codice Etico e Code of Business Conduct

1. The customer declares to have read and to comply with the contents of the Code of Ethics and the Code of Business Conduct in force at Robo'n Roll s.r.l., available at www.robonroll.com.
   The customer declares to be aware of the fact that compliance with these provisions is an essential element for Robo'n Roll for the purposes of supply regulated by the present general conditions and the maintenance of the relationship contractual / commercial with the customer.

Robo'n Roll s.r.l.

Updated: Ago/2018