General terms of sale - WM technics
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General terms of sale

Section 1
Validity of conditions | Parties | Products

The products, services and offers of the Company WM technics GmbH, whose registered office is located at Breiener Strasse 15, 39053 Blumau (BZ), Italy, tax number and registration number in the Bozen Company register 02929330211 (hereinafter also referred to as “WM”, the “Manufacturer”, the “Company” or the “Seller”) shall be subject to these Terms and Conditions and, where applicable, shall be supplemented and defined by separate contractual agreements between the Parties.
Any deviating terms and conditions or conflicting confirmations of the Purchaser (hereinafter also referred to as the “Customer” or the “Buyer”) with reference to its own terms and conditions of business or purchase are hereby rejected. A purchaser may be either a commercial enterprise or a private individual. WM and the Buyer are hereby collectively referred to as the “Parties”.
Unless otherwise specified, these General Terms and Conditions (hereinafter referred to as the “GTC”) shall govern purchase transactions within the meaning of Art. 1470 ff. of the Italian Civil Code (“Codice Civile”).
All machines and services supplied by the Company are referred to as the “Products” or the “Reserved Items” and may originate from any of the WM business areas, i.e. urban, agricultural or ice.

Section 2
Offers and conclusion of contract |
Written requirement | Cancellation fee

  1. Offers contained in web content, catalogues, brochures, advertisements, etc. are – especially with regard to the prices quoted – subject to change and non-binding. The Company is bound by specifically prepared offers for 30 calendar days from the date of such offers.
  2. Ancillary agreements, amendments, additions and/or other deviations from these General Terms and Conditions are only valid if WM has given its consent thereto. Such agreements must be made in writing; they shall otherwise be deemed null and void. The written form shall be understood to mean a letter sent by post, an e-mail with proof of receipt (read receipt) or a fax.
  3. Information contained in offers and/or order confirmations from WM that is based upon obvious errors, such as typing or calculation errors, shall not be binding upon WM: the obviously intended meaning shall instead apply.
  4. The Company’s offer documents, drawings, descriptions, samples and cost estimates may not be forwarded, published, reproduced or otherwise revealed to third parties without the Company’s consent. Upon request, such documents must be returned; no copies may be retained.
  5. If a prepayment has been agreed, the contract shall be deemed to have been bindingly concluded only once such prepayment has been received in full on the Seller’s account. If the prepayment is not received in full, within the agreed period, WM is entitled to withdraw from the negotiations; in this case, no contract shall be concluded and WM shall also be entitled to charge the Customer a flat-rate cancellation fee of five (5.0) percent of the order value, subject to further claims for damages.

Section 3
Prices, price changes

  1. Prices do not include value added tax at the statutory rate, which must be indicated separately where applicable.
  2. Prices do not include the costs of insurance, packaging or transportation charges.
  3. Should there be more than six (6) months between the conclusion of the contract and the agreed and/or actual delivery date, the Company’s prices that are valid at the time of delivery or supply shall apply. In the event of changes in import conditions or customs tariffs, price increases by suppliers, increases in wage or transport costs, or other unexpected cost increases, the Company shall be entitled to request negotiations to determine a new price.
    Should such negotiations result in the Customer finding unacceptable the new price as set by WM, WM shall be entitled to withdraw from the contract, with the Customer waiving any claims for damages.

Section 4
Delivery times | Incoterms® 2020

  1. Notification of readiness for dispatch shall only be given if the agreed terms of payment have been met, subject to the right to withdraw from negotiations, the OTA activation reservation within the meaning of Section 7, point 7, cancellation fee charges and further claims for damages in accordance with Section 2, point 5, or Section 5, point 2 (demurrage fee).
  2. Delivery times shall be dependent upon timely procurement and delivery to WM by its suppliers. Any deviation from binding delivery times must be specifically agreed in writing. If the agreed delivery time is not met, the Customer shall waive its right to terminate the contract under Art. 1456 of the Italian Civil Code, as well as all claims for damages of any kind.
  3. Should delivery or performance be delayed owing to circumstances for which WM, its legal representatives or vicarious agents are responsible, liability shall only arise in cases of intent or gross negligence. This principle shall in particular apply to cases of force majeure, strikes, lockouts, official orders, pandemics, disruptions to international supply chains, etc., even if such problems occur at WM’s suppliers or their sub-suppliers. In the event of a delay in performance, the Customer shall grant a grace period of at least eight (8) weeks as from WM’s receipt of notification of such grace period.
  4. Unless otherwise agreed in writing, the following Incoterms ® 2020 clause shall apply: EXW – ex works Bozen, collection at Works II at: Giuseppe-di-Vittorio-Strasse 18, Bozen Süd, I-39100 (BZ).
  5. In the event of any deviation in the application of Incoterms® CIF and/or CIP, the Seller shall take out at least one goods insurance policy on the basis of the Institute Cargo Clauses (C) or equivalent. Further coverage shall only be arranged as a result of a written order from the Buyer with reimbursement of costs.

Section 5
Dispatch and transfer of risk | Demurrage fee

  1. The risk shall pass to the Customer as soon as the shipment has been handed over to the person and/or company carrying out the transport, or has left the Company’s premises for the purpose of dispatch. If dispatch is delayed or, at the Customer’s request, not carried out, the risk shall pass to the Customer upon notification of readiness for dispatch.
  2. If the goods are not accepted on the agreed date, or cannot be delivered because the Buyer is in default of payment or has violated its obligations to cooperate, the Seller is entitled to charge a flat-rate demurrage fee of EUR 80.00 per calendar day from the date of notification of readiness for dispatch. The right to claim further damages remains unaffected.
  3. In accordance with points 1 and 2 of this Section, the risk shall also be transferred in the case of Reserved Items delivered with OTA activation reservation.

    Section 6
    Claims for defects | Limitation of liability

    1. Should the service supplied or the item delivered by WM prove demonstrably defective, the Company may, at its discretion, supply a replacement item or remedy the defect. Multiple repairs – usually at least three (3) – are permissible within a reasonable period of time.
    1. The Customer’s right to assert claims for defects shall in all cases expire 12 (twelve) months from the date of the transfer of risk, unless a longer period is prescribed by law.
    2. Immediately following receipt of the product or completion of the work, the Customer is obliged to subject the products delivered and/or services supplied by WM (e.g. route mapping by means of Indoor Positioning System (IPS)) to a comprehensive functional test based upon WM’s manuals and instructions. Obvious defects must be notified immediately after such acceptance testing has been carried out. Acceptance testing is usually carried out by completing the handover report for the relevant machine. Otherwise, in order to uphold the Customer’s claims under warranty, any hidden defects must be reported to the Company in writing immediately and at the latest within eight (8) days of their discovery, failing which any warranty claim shall lapse. Defective items must be kept ready for inspection by WM in the condition in which they were found at the time of discovery of the defect. If no written notification of defects is made, the products and/or services shall be deemed to have been accepted without reservation.
      If the Customer is not a commercial trading company, but rather an end user, a period of 14 days following completion of the functional test or, in the case of hidden defects, from the time of discovery, shall apply to notifications of defects in the case of obvious defects.
    3. Minor, reasonable deviations in dimensions or versions – especially in the case of repeat orders – shall not justify a complaint unless absolute conformity has been expressly agreed. Technical improvements and necessary technical changes shall also be considered as meeting the contract provided they do not impair usability.
    4. All warranties shall lapse should the Company’s operating or maintenance instructions not be followed, or changes made to the products, parts replaced or consumables used that do not correspond to the original specifications in the event that the Customer cannot disprove a substantiated allegation that one of the above circumstances caused the defect.
    5. No liability for normal wear and tear (wearing parts) or for defects resulting from non-use of the products shall be accepted for periods of over twelve (12) months.
    6. The above provisions of this Section shall not apply to the sale of used items. For end users, a period of three (3) months shall apply when asserting claims for defects. If the Customer is a commercial enterprise or a trader, used items are supplied to the exclusion of any claims for defects.
    7. If the Company is to provide information to the Customer on the use of its products and this exceeds its statutory obligations, the Company shall only be liable if a special fee has been agreed for this service.
    8. Claims for damages arising from culpa in contrahendo (negligence or bad faith during pre-contractual negotiations) or from tortious acts that are not based upon a breach of a primary contractual obligation on the part of WM are excluded, both against WM itself and against its vicarious agents, unless such damage was caused intentionally or through gross negligence. This shall not apply to claims for damages arising from any non-suitability of the contractually stipulated product or service; such claims are intended to protect the Customer against the risk of consequential damage caused by defects.
    9. Any liability on the part of WM shall in any case be limited to the foreseeable damage typical for this type of contract (e.g. costs arising from alternative machine use), which is assumed to be the amount of the contractual value for each contract, net of VAT.

    Section 7
    Retention of title | OTA activation reservation

    1. Until all claims against the Customer to which the Company is entitled for any legal reason have been settled, the Company shall retain title to the delivered items and digital functions (e.g. “connect”) (Reserved Items).
    2. The Customer is obliged to notify the Company immediately in writing of any seizures of Reserved Items and to inform the pledgees of the retention of title. The Customer is not entitled to sell, give away, pledge or assign as security any items of which it has taken delivery under retention of title except in those cases specified in the following clauses.
    3. If the delivery is made to a business operation maintained by the Customer, the items may be resold within the scope of proper business management. In this case, the Customer’s claims against the purchaser arising from the sale are hereby assigned to WM. If the items are resold on credit, the Customer must reserve ownership vis-à-vis the purchaser. The Customer hereby assigns to the Company all rights and claims arising against the purchaser from such retention of title.
    4. Any processing or treatment of the Reserved Items by the Customer shall be carried out for WM free of charge. If the Reserved Items are processed, combined, mixed or merged with other goods not belonging to WM, the Company shall be entitled to co-ownership of the new item in proportion to the value of the Reserved Items in relation to the other goods processed at the time of their processing, combining, mixing or merging.
    5. If Reserved Items are installed by the Customer, or on its behalf, as essential components on the property of a third party (e.g. “Connect” sensor technology in an ice rink), the Customer hereby assigns to WM any claims for remuneration against any third parties, including all ancillary rights, including the granting of a cautionary mortgage.
    6. In the event of a breach of contract on the part of the Customer, in particular in the event of any default in payment, WM shall be entitled to digitally block access remotely and/or take back the delivered items after issuing a reminder and a declaration of withdrawal: the Customer shall accordingly be obliged to surrender the items and bear the costs of dismantling and return transport. If the Customer has fulfilled the contract, the Company shall return the items; in such case the costs of transport shall also be borne by the Customer.
    7. WM reserves the right to deliver the Reserved Items either entirely without software or without full software configuration. WM reserves the right to activate these functions using “over the air” technology [so-called “OTA” technology for “functions on demand”] until such time as the Customer has met all of its obligations. This “OTA activation reservation” shall not entitle the Customer to make any complaint within the meaning of Section 6 of these Terms and Conditions.

    Section 8
    Payment | Default interest |
    Solve et repete – principle involved

    1. Unless otherwise agreed, the Company’s invoices shall be payable without deduction upon receipt. As a rule, 100% advance payment is required. Payment must be made in euros within the deadlines stipulated on the order confirmation or invoice. Any bank charges or other expenses incurred in connection with the payment transaction shall be borne by the Customer.
    1. The Company expressly reserves the right to refuse cheques or bills of exchange. Acceptance is always only on account of performance. Discount and bill charges shall be borne by the Customer and are due immediately.
    2. If the Company becomes aware of circumstances that call into question the creditworthiness of the Customer, e.g. if the Customer fails to honour a cheque or does not meet its payment obligations, WM is entitled to demand payment of the entire unpaid balance, even if cheques have been accepted or other payment terms have been granted, including claims that are not yet due. WM shall also be entitled to demand further security in such case.
    3. If the Customer definitively suspends payments, and/or insolvency proceedings are initiated against its assets, WM shall be entitled to withdraw from that part of the contract that has yet to be fulfilled, as well as from all other contracts. In the case of inputs previously made for products and services not yet delivered or accepted, WM shall be entitled to invoice the costs already incurred plus a flat-rate cancellation fee of ten (10.0) percent of the order value, subject to any further claims for damages.
    4. Notwithstanding any Customer provisions to the contrary, WM is entitled to offset payments against the Customer’s older debts first. The Company shall inform the Customer of such offsetting. Should costs and interest already have been incurred, the Company is entitled first to offset the payment against such costs, then against interest, then finally against the main service.
    5. If the Customer defaults on payment, the Company is entitled to charge the respective statutory default interest. The default interest pursuant to Presidential Decree no. 231 of 9 October 2002 shall apply to Customers engaged in economic activity. The Company reserves the right to assert further claims for damages caused by such default.
    6. The principle of “solve et repete” shall apply, whereby the Customer may not raise any objection in order to avoid or delay the service to be provided. No protest of any kind shall entitle the Customer to suspend payment or offset claims unless these are legally established counterclaims that are not disputed by WM.
    7. In the event of default of payment on the part of the Customer, even in relation to a single instalment of an invoice or a single periodically due invoice (e.g. for services such as software usage, servicing, rentals or similar), WM shall be entitled to withdraw from all contracts, to demand payment of the entire unpaid balance and to suspend all deliveries, even if these are not directly related to the order in respect of which such default in payment has occurred.

    Section 9
    “No re-export to Russia” clause

    1. The Customer may not sell, export or re-export goods delivered under or in connection with this contract and falling within the scope of Article 12(g) of Council Regulation (EU) no. 833/2014, either directly or indirectly, to the Russian Federation or for use therein.
    2. The Customer shall employ its best efforts to ensure that the purpose of paragraph (1) is not defeated by third parties in the downstream trade chain, including possible resellers.
    3. The Customer shall establish and maintain an appropriate monitoring mechanism to detect any conduct by third parties in the downstream trade chain, including possible resellers, that would defeat the purpose of paragraph (1).
    4. Any breach of paragraphs (1), (2) or (3) shall constitute a material breach of an essential element of these Terms and Conditions and the Manufacturer shall be entitled to demand appropriate remedy, including, but not limited to:
      (i) termination of this contract; and
      (ii) a contractual penalty amounting to 100% of the total value of this contract or the price of the goods exported, whichever is the greater.
    5. The Customer shall immediately notify the Seller of any problems in applying paragraphs (1), (2) or (3), including any relevant activities of third parties that might defeat the purpose of paragraph (1). The Customer shall provide the Manufacturer with information on compliance with the obligations under paragraphs (1), (2) and (3) within two weeks of a simple request for such information.

    Section 10
    Data protection

    The Parties undertake to process the personal data provided to them solely within the scope of this contract and to comply with all requirements of the GDPR. In particular, WM confirms, pursuant to Art. 13 of Legislative Decree 196/2003 and Articles 13 and 14 of Regulation (EU) no. 2016/679, that the personal data collected, including verbally, directly or via third parties, whether stored in paper or electronic format, shall be used exclusively for the fulfilment of contractual, tax, accounting or other legal obligations, as well as for the managing of customers and suppliers, for control and analysis, or for the sending of materials for administrative, commercial or promotional purposes. Provision of the requested/collected data is necessary for the fulfilment of the above obligations. Failure to consent to the processing of data may result in failure to conclude the contract. Such processing shall be carried out manually or through the use of telematic tools by authorised persons who have been appointed in accordance with the law and informed of the limits on processing in accordance with Legislative Decree 196/2003 and Regulation (EU) no. 2016/679; processing shall also be such that data confidentiality is ensured and no access by unauthorised persons is possible. In the areas mentioned and for appropriate reasons, personal data may be transferred to authorities, agencies, consultants and other professionals, credit institutions, insurance companies and customers. Upon simple request to the data controller, a data subject may exercise its rights as set out in Art. 7 ff. of Legislative Decree 196/2003 and Art. 12 ff. of Regulation (EU) no. 2016/679. The Customer simultaneously undertakes to comply with the obligations under Art. 13 of Legislative Decree 196/2003 and Art. 13 and 14 of Regulation (EU) no. 2016/679 when processing any personal data concerning WM that were, are or shall be in its possession.

    Section 11
    Applicable law | Place of jurisdiction |
    Language | Severability clause

    1. These Terms and Conditions and all legal relationships between WM and the Customer shall be governed by the laws of the Republic of Italy.
    2. The exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is the Regional Court of Bozen, located at 39100 (BZ), Italy.
    3. Should any provision of these Terms and Conditions be or become invalid, this shall not affect the validity of any other provisions or agreements between WM and the Customer.
    4. These General Terms and Conditions exist in several languages but, in the event of any discrepancy, the version published in German shall prevail.

    Blumau, 16 March 2026