Offer and acceptance. This document of Prometal (seller) contains the terms and conditions that apply to all transactions. The Seller opposes to any different or additional term or condition contained in any request of quote, purchase order or another document of the buyer, and none of these terms or conditions may exert their effectiveness or bind the seller, unless agreed in writing and signed by a representative of the seller. If the buyer issues a purchase order or other written regarding the subject matter of this transaction, that document will be valid solely for buyer's internal use and the terms and conditions contained those do not perform any effect.Quotes. A quotation is valid only for 3D CAD model on which it was based. Any change to the CAD 3D model requires an updated quote. Quotations are valid for the day they are issued, after which the price may change without notice.

Prices and terms of payment. All prices are quoted and all payments must be made in euros. Payment can be made by Visa, MasterCard, American Express or Paypal or bank transfer in favor of Production of Metal Parts, s.l.

Delivery; Property; Risk of loss. Goods travel at the risk and peril of the Buyer. The ownership of the goods is not transferred to the buyer until the final payment of the balance has not been received by the seller.

Taxes, Duties, Etc. The buyer must pay all rights, duties, and other taxes arising from this transaction (other than taxes based on revenues of the seller).

Guarantees. Seller assumes no responsibility for the project of the articles which are the subject of this transaction. To the extent that the seller's personnel suggests changes to the project or provide analysis, simulation or recommendations on the draft, he does so "to meet the needs of the seller's manufacturing process. The buyer assumes full legal responsibility for project specifications and performance of the goods subject of this transaction.

THE SELLER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND WITH RESPECT TO ANY GOODS OR SERVICES INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, WHICH IS SUITABLE FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

Without limiting the generality of the foregoing, seller assumes no responsibility or liability for the selection of materials for the goods that are the subject of this transaction. Only the buyer is responsible for ensuring that the materials selected for the goods to be produced by the seller to comply with any regulatory requirement or specification, including, but not limited to them, Directive 2002/95/EC on the restriction of use of certain hazardous substances in electrical and electronic equipment (RoHS directive) together with any national law implementing the directive, ISO, FDA, UL, CSA, CE, TUV, FCC, USP and NSF. Any statement made by the vendor’s employees or specifications provided by the vendor in relation to the materials must be verified by the buyer with the manufacturer of the material.

LIMITATION OF DAMAGES. IN NO EVENT SHALL THE SELLER BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, WHETHER FOR BREACH OF WARRANTY, BREACH OR DENIAL OF ANY OTHER TERMS OR CONDITIONS, NEGLIGENCE, ON THE BASIS OF STRICT LIABILITY, OR OTHERWISE.

Compensation. The buyer shall defend, indemnify, and hold harmless the seller (and its employees, representatives and agents) from and against all claims, liabilities, losses, damages, penalties and fines of any kind (including, without limitation, interest, taxes and legal fees, customs fees, fines, fees, penalties or any other governmental sanction of any kind) (i) resulting or emerging from any damage, of representation, warranty or agreement of buyer or its affiliates; (ii) if the buyer has provided the seller with drawings, plans or other specifications of the goods or services, arising out of any claim that the goods produced by the seller (or the Act of producing such goods) according to those drawings, plans or any other specific denies or embezzles a patent, copyright, trade secret or other proprietary right; (iii) otherwise arising out of this transaction or related to it; or if it is specifically indicated that the buyer must compensate and protect the seller and hold Seller harmless from claims to which the seller itself proved negligent or otherwise at fault. If an action, suit or proceeding is taken, or claimed any complaint, question or assessment against the seller (or its employees, representatives or agents) that may result in liability, against which a part requires compensation, then the Party shall immediately notify buyer and the buyer will have the right to assume, at its own expense, total control of the defence of compromise or arrangement. At the request of the buyer and at his expense, the seller must cooperate fully in the defense and be helpful to put at the disposal of the buyer any relevant information that falls under its control.

Force Majeure. The seller cannot be held responsible for loss of production, delivery or delivery, or for any delay to production, delivery or supply of any goods that must be shipped as stated, if such failure or delay is caused by force majeure, fire, bad weather, strikes, blackouts, enforcement difficulties, riots, inability to obtain materials, equipment, labor, or transportation, governmental restrictions , serious disruption of public health or any similar proceedings over which the Seller is unable to exercise any control.

EU export regulations. The goods that are the subject of this transaction are subject to the EU regulations and export control regulations which restrict the export and reexport of certain sensitive products and technology where this is delivered and used: the client must observe all these statutes. The pieces should not be sold, leased or transferred to restricted end-users or countries or to users who are involved in weapons of mass destruction or genocide. Getting these pieces you agree to be legally responsible for the use and distribution of such parts in compliance with EU export control and we will comply with such laws, including the prohibition to sell or distribute the pieces at parties or users affected by restrictions as described in the EU arms export regulations and will obtain all necessary licenses or permissions required to export that can be requested in cases where the pieces are sold in parts or exported to countries for which a licence or authorization is required.

Government Contracts; Arms sales. The buyer represents and warrants to the seller that the goods that are the subject of this transaction are not the subject of any Government contract and will not be subject to regulations on international arms trafficking.

Instruments. The seller cannot use tools or client software in the production of goods for any other customer of the seller without the express consent of the buyer. As a normal provision in this section, "client tools or software" refers to the tools or software developed specifically for the buyer and for which a separate fee is charged to the buyer from the seller.

Governing Law; Jurisdiction. The rights and obligations of the seller and the buyer regarding this contract shall be governed by Italian law (without regard to principles of conflict of laws). The United Nations Convention on contracts for the international sale of goods shall not apply to this transaction. Any suit, action or other legal proceeding arising out of this transaction or reported to it must be judged in the Court of Venice. The seller and the buyer agree to the jurisdiction of such courts for any suit, action or proceeding and waive any objection that may arise from allocation of jurisdiction of such suit, action or proceeding in any such courts and any claim that such suit, action or proceeding is assigned to a non-competent court.