Official document updated on 10 January 2018 — General Terms and Conditions of Sale

1. SCOPE

1. 1. Libellula produces and/or markets multiple software programs (referred to hereinafter as “Software”) intended for various stages in the planning and management of manufacture.
   2. These general terms and conditions (hereinafter referred to as “GTC”) govern the licence of use of the Software as well as any other supply of goods and services to Customers and are applicable, unless agreed otherwise, to all contractual dealings between Libellula and its Customers.
   3. The information and features provided in the paper and/or electronic documents (catalogue, warnings, fact-sheets, brochures, letters etc., hereinafter “Documentation”) of Libellula are to be understood as information only.

2. THE CONTRACT

1. 1. The Software is selected by the Customer on the basis of their production requirements and the specifications of the Hardware and Machinery they use and/or intend to use. Libellula accepts no liability regarding the suitability of such a choice or the accuracy of any information provided in this regard during negotiations, even where such information is intended to assist in identifying the Software in the context of the order or quotation.
   2. Libellula reserves the right to carry out on the Software any appropriate modification, even during order processing, while preserving the essential features of the Software itself.
   3. Any orders must be placed by the Customer in writing (this formal requirement shall be construed as being met also by email) and are irrevocable. The contract shall be construed to be completed even if the delivery of the Software by Libellula and/or execution of the services covered by the order are carried out without prior order acceptance by the Customer.

3. PRICE – PAYMENT

1. 1. The prices are understood to be in Euro and without VAT. Libellula reserves the right to modify its price list at any time. The invoices issued by Libellula indicate the agreed payment terms, exceeded which – with no need for formal notice – the legal default interest shall be due.
   2. The licence is valid for a fixed term until the Customer has paid the full amount due (including any costs and interest). To this end, the Software covered by this contract is supplied with temporary codes that ensure it remains operational until the relevant expiry date. In the event of non-payment of even a single instalment, regardless of the amount and even if relating to the provision of services and/or other goods, Libellula may refuse to reactivate the Software and/or to provide the permanent codes.
   3. Notwithstanding the above, failure to pay even just one instalment, whatever the amount, entails forfeiture of the benefit of the term and Libellula shall be entitled to demand the entire sum still owed by the Customer. Libellula reserves the right to discontinue the supply until full payment of all pending invoices or to cancel orders in progress, without prejudice to seeking legal remedies.
   4. For no reason may the Customer suspend payments and/or offset their debt by claiming any non-fulfilment by Libellula.

4. LIMITATIONS OF LIABILITY

1. 1. Without prejudice to mandatory legal provisions, the Company is not liable for any direct and indirect damage suffered by the Customer or by third parties as a result of the use or failure to use the Software and Documentation.
   2. In any case Libellula – where required to compensate the Customer – shall only be deemed liable up to the value of the supply made.

5. SOFTWARE UPDATE AND TECHNICAL SUPPORT

1. 1. Libellula reserves the option of discontinuing the production and/or marketing and/or of modifying the features of any Software offered to its customers and indicated on the price list or any marketing or advertising document, without the Customer being able to claim anything as compensation.
   2. Except where it has entered into a separate support contract with the Customer relating to the Software the production and/or marketing of which has been discontinued and/or the features of which have been modified, Libellula also reserves the right to discontinue the relevant technical support.

6. LICENCE, HARDWARE KEY AND SOFTWARE KEY

1. 1. Notwithstanding the provisions under item 3.2., the licence for use of all products released by Libellula is for an indefinite period and gives the Customer who has paid in full the right to use the software, any customisations thereof, any updates released and all related documentation in paper as well as in electronic form.
   2. Any licence for use provided by Libellula is protected by a hardware or software key device. Said device, where malfunctioning, shall be replaced free of charge during the period of warranty validity, after returning said device to the Libellula headquarters if it is a hardware key. After said period, the device shall be replaced at the list price in force from time to time, likewise after returning the hardware key as stated above.
   3. The Customer who signs a purchase contract is the only subject entitled to use the licences issued therein and may not loan them, transfer them, rent them, sell them without prior written agreement of Libellula.
   4. The licences covered by the contract assign to the Customer the right of use at the premises specified in the contract only. Any transfer to other premises must be approved by Libellula beforehand.

7. WARRANTY

1. 1. The Software benefits from the legal warranty of one year after delivery.
   2. The Customer is required to report to Libellula in writing and specifically, within eight days of discovery, any defects and/or deficiency in quality of the Software. The requirement of specificity of the report shall be understood to be met only if and to the extent that the Customer allows Libellula to at least identify the feature of the Software that is alleged to be defective or deficient.
   3. The warranty includes the elimination of the defects and discrepancies compared to the functional specifications, with expenses borne by Libellula, bar any reduction of the agreed fee. The warranty is also subject to proper operation of the Machines and relevant system software and proper use of the system by the Customer, and shall only be effective if the Programs are not modified nor incorporated, either wholly or in part, into other Programs.

8. DELIVERY

1. 1. Unless otherwise specified in the contract, Libellula’s obligation to deliver the Software shall be fulfilled by sending a download link no later than 90 days from the date of signing. This link will be sent to the Customer by email.
   2. All delivery terms are understood to be non-binding.
   3. The reasons of force majeure that release Libellula from its obligations expressly include the non-availability by the Customer, for whatever reason, for the delivery and/or installation of the Software.

9. INTELLECTUAL PROPERTY RIGHTS

1. 1. Libellula has copyright on the Software. The Customer shall respect said right by refraining from copying the Software and related Documentation, either wholly or in part.
   2. The Customer also undertakes to respect the trademark and any other industrial property right of Libellula.

10. OTHER PROVISIONS

1. 1. Any document, of any type whatsoever, delivered or sent to the Customer shall remain the exclusive property of Libellula and except where agreed beforehand, may not be disclosed to third parties for any reason.
   2. The fact that Libellula has not availed itself of any provision of the GSC may not be construed as a waiver to further avail itself thereof.

11. APPLICABLE LAW AND JURISDICTION

1. 1. All litigation relating to the commercial dealings between the parties and/or governed by these GSC shall be under the sole jurisdiction of the Court of Asti or the Justice of the Peace of Alba according to the value of the dispute.
   2. Relations with the Customer are governed by Italian law, with express exclusion of the applicability of the 1980 Vienna Convention on the sale of movable assets. In the event of translation of these GSC into a foreign language, only the Italian text shall be authentically valid.

12. EFFECT

1. 1. These GSC void and supersede other prior general terms and conditions written in our documents.

13. HARDWARE AND SOFTWARE REQUIREMENTS: 

The configuration hardware The recommended guidelines are for technical reference only and are intended to ensure the correct use of Libellula. products. The contractual terms, the legal validity of the order and the terms applicable to services, software licences and supplies are governed by the official documentation available on the Libellula website at the following link: Hardware and Infrastructure Requirements for the Libellula Suite – Libellula