GENERAL SALES TERMS

1. INTRODUCTION 

1.1 These General Terms and Conditions of Sale (hereinafter the “GTCS”) shall apply to any purchase of Roger Technology and Roger Brushless branded products (hereinafter the “Products”) made directly from Roger Technology S.r.l., with registered office in Mogliano Veneto, Via Botticelli 8, 31021, Treviso, Italy, VAT number 01612340263 (hereinafter “Roger”).

1.2 These GTCS shall supersede any and all previous conditions in force between Roger and the purchaser of the Products (hereinafter the “Customer”) and shall replace any other and/or different and/or conflicting terms and/or conditions proposed by the Customer, orally or in writing and included in any document, and not expressly accepted by Roger by means of a document signed by the legal representative.

1.3 These GTCS are an integral part of each individual order issued by the Customer and accepted by Roger, and shall be deemed incorporated per relationem in any and all order confirmations sent by Roger to the Customer.

1.4 Moreover, Roger reserves the right to make changes to its Products with no prior notice, provided that such changes are required by any applicable laws and/or they do not affect the specifications of the Products. 

2. ORDERS

2.1 Each sale contract between Roger and the Customer shall be considered entered into in all cases only upon receipt by the Customer of the order confirmation transmitted by Roger. Unless otherwise expressly stated, catalogs, quotations, and technical documents are for information purposes only. Roger's offers are not binding without the order confirmation.

2.2 Offers made by Roger are valid for fifteen (15) business days. Within the same period, the Customer shall notify Roger of its acceptance of the proposal by simultaneously issuing an order on the same conditions as those set forth in the offer, by e-mail, or through other electronic means agreed upon in advance and accepted by Roger. It is understood that such an order shall be effective only upon Roger's express acceptance within 3 (three) business days by means of the order confirmation.

2.3 The signing and return of the order confirmation or, alternatively, the Customer's failure to expressly reject it within 3 (three) days after its receipt, shall entail the Customer's acceptance of the terms and conditions provided therein.

2.4 Orders shall be considered accepted by Roger under the terms set forth in the order confirmation. Orders directly executed by Roger shall, likewise, be considered confirmed. Any collection by Roger of an advance payment of the order shall not constitute order acceptance.

3. PRICE LIST

3.1 The Products are sold by Roger at the prices set out in the price list in force when the order confirmation is issued. All prices are understood to include delivery of the Products according to FCA (Incoterms® 2020) at Roger's premises, excluding the VAT, taxes and any custom duties. Roger reserves the right to change the information and prices set out in the price list at any moment, at its sole discretion, being understood that the updated price list shall apply to any order issued by the Customer and accepted by Roger after the date the related price list was made available to the Customer.

4. CONDITIONS OF PAYMENT

4.1 All payments must be made solely to Roger, to the bank details provided to the Customer. 

4.2 Should the Customer not comply with the payment terms agreed between the parties, Roger shall have the right to suspend the performance of its obligations, including but not limited to suspend the delivery of the Products, and shall be entitled to claim default interest for late payment on commercial credits in accordance with the Italian law or any other applicable law; with no need for communication or formal notice. Payments, even with a different designation indicated by the Customer, may in any case be attributed to the long-term outstanding invoices, and the late payment interests accrued thereon. 

5. DELIVERY TERMS

5.1 Unless otherwise agreed between the parties in the relevant order confirmation, all Products are delivered FCA (ICC Incoterms® 2020) at Roger's premises. All the delivery terms will be set out in the order confirmations and shall not be considered of the essence for the purposes of article 1457 of the Italian Civil Code, unless otherwise agreed between the parties. A delay does not, automatically, give the Customer the right to request full or even partial termination of the affected order, to refuse delivery or request compensation for damages. The delivery obligation shall be deemed fulfilled when Roger has sent to the Customer the “Products ready for delivery” notice and the Products have been made available to the latter at Roger's premises. 

5.2 Roger will promptly notify Customer of any delays affecting the agreed delivery time, indicating by e-mail the new estimated delivery date. For any delay exceeding 90 (ninety) days from the scheduled delivery date, the Customer shall be entitled to terminate the relevant order by written notice to be sent to Roger within 15 (fifteen) days after receipt of notice of the new delivery date, excluding any other remedy available to Customer including any claim for damages.

5.3 Except in the case of willful misconduct or gross negligence, Roger shall not be held liable in any circumstances for any damages suffered by Customer as a result of delays in the delivery of Products.

6. SHIPMENT AND COLLECTION OF PRODUCTS

6.1 Delivery is considered as having taken place with the written “Products ready for delivery” notice to the Customer and the Products have been made available to the latter at Roger's premises. The Customer shall be responsible for the subsequent transport and relative insurance costs.

6.2 If, by virtue of a specific written agreement, Roger undertakes to arrange shipment of the Products to the Customer's warehouse or to the destination indicated by the Customer to Roger, the Products shipped will not be insured. Therefore, all related risks remain the customer's liability. If the Customer wants to insure the Products, it will do so at its own expense, and risk and must notify Roger in writing well in advance.

6.3 The Customer shall collect the Products no later than 12 (twelve) calendar days from receiving the “Products ready for delivery” notice. Should the Customer fail to collect the Products within the above term, Roger shall have the right to terminate the relevant contract without prejudice to the right to request the full payment of the price for the Products, and a refund for storage and custody costs, as well as additional compensation for greater damages.

7. TRANSFER OF OWNERSHIP AND RISKS

7.1 Roger reserves the right to ownership of the Products sold until they have been paid for in full. It is therefore agreed that transfer of ownership for the Products sold shall take place at the time the full payment of the related invoices. Should the Customer fail to pay, Roger may at its own discretion:

(i) refuse to perform the delivery of the undelivered Products; or 

(ii) send a written request to recover the Products by repossessing them wherever they are, including third parties premises, being understood that in such a case the Customer shall comply with Roger's request of recovery or cause that any third parties comply with the Roger's request and instructions.

The transfer of the risk of loss or damage to the Products shall occur upon delivery of the same to the Customer in accordance with Article 5.

8. GUARANTEE

8.1 All the Products are carefully checked and tested by Roger, in order to ensure there are no flaws or manufacturing defects or from the raw materials used. Roger provides the Customer with a guarantee, within the terms and limits set forth in this GTCS. The Customer is solely responsible for any extensions or modifications to the terms and conditions of the guarantee provided by Roger, and for any additional guarantees or warranties offered by the Customer to its clients. Such extensions, modifications, or additional guarantees shall not create any right of recourse against Roger for the Customer's clients.

8.2 The guarantee shall only cover the defects in the materials used to manufacture them and/or defects of workmanship and, once a claim for defects is ascertained, the Customer's remedies shall be limited to the repair of the defective Products and/or to the replacement, in full or in part, of the same. The repair or the replacement of a Product does not extend the guarantee period.

8.3 Any claim for defects in the Product shall be valuated and assessed at the Roger's facilities by Roger, which given the extensive experience and developed know-how shall be deemed an expert. The Products may not be returned without the prior written consent of Roger. Any authorization to return the Products with presumed flaws or defects at Roger's facilities shall not be considered de facto as an acknowledgement of the flaws or defects claimed.

8.4 All the parts or Products replaced during the guarantee period shall always be subjected to the provisions set out in these GTCS.

8.5 Roger provides a guarantee on the Products under the following terms from the manufacturing date affixed to the Product itself:

- 60 (Sixty) months guarantee on flaws and defects solely for the stator and rotor of the brushless digital motors.

- 36 (Thirty-six) months guarantee on flaws and defects for the mechanical parts.

- 24 (Twenty-four) months guarantee on flaws and defects for the electronic parts.

This guarantee does not apply to:

a. Consumable parts such as batteries, protective coatings, bearings, springs, cogs, worm screws or, in any case, elements that deteriorate over time, except for material or manufacturing defects.

b. Aesthetic defects, including, merely as an example, scratches, varnishing, dents or broken plastic parts, except for material or manufacturing defects.

c. Damage caused by use with third party parts or products that do not comply with Roger Product specifications.

d. Damage resulting from the connection, association and/or interaction of its products with others not supplied by Roger.

e. Damage resulting from non-compliance with assembly instructions and/or for electric connections and/or electric regulations and other specific rules in force at the time of installation.

f. Accidental damage and/or resulting from Product transport, improper or incorrect use, fire, contact with a liquid, floods, earthquake or from other external causes.

g. Damages from repair and/or maintenance work and/or any other work performed on the Product (including upgrades or expansions) not carried out by Roger.

8.6 Any claim over lack of goods or apparent defects must be detected notified to Roger, under penalty of forfeiture, no later than 8 (eight) days from receipt of the Products. Such a claim shall be sent to Roger at the e-mail address commerciale@rogertechnology.it., it shall be made in writing providing photographic documentation, any other  documentation agreed upon between the parties, the Delivery Note for EEC countries, and accompanying invoice for non EEC countries.

8.7 Any claim for hidden defects must be notified to Roger, under penalty of forfeiture, within 8 (eight) days from the discovery of the defect or flaw, and in any event within the guarantee period set out in this Article 8. The claim must be sent by e-mail to the address service@rogertechnology.it with relative documents attached.

8.8 Any claim of flaws or defects will not give the Customer the right to suspend, delay or avoid making the payments of the price of the Products delivered in accordance with the payment terms agreed upon between Roger and the Customer, and/or to terminate the order, in full or in part. 

8.9 It is understood that the afore-mentioned warranty (consisting of the obligation to repair or replace defective Products) is all-embracing and replaces the warranties or the responsibilities envisaged by law and excludes any other liability of Roger (both contractual and not) in any event deriving from the Products supplied (such as for example, compensation for damages, lack of earnings, withdrawal campaigns, etc.) and/or direct or indirect damages.

9. SUSPENSION AND TERMINATION

9.1 Without prejudice to any other provision of these GTCS, Roger reserves the right to suspend the execution of the relevant order if the Customer fails to provide any document and/or information strictly required in order to allow Roger to fulfill its obligations.

9.2 Without prejudice to the application of the general rules of law on the termination of contracts, Roger shall be entitled to terminate any order and/or the contractual relationship governed by these GTCS, in accordance with and for the purposes of Article 1456 of the Italian Civil Code, in the event of any of the following events:

a) Roger sends the Roger at least 3 (three) warnings for breach of the provisions of these GTCS within a period of 12 (twelve) months starting from the first warning;

b) any breach by the Customer of the provisions set out in Articles 4 (Payment Terms), 10 (Confidentiality and Privacy), 11 (Intellectual Property Rights) and 13 (Export Control);

9.3 Upon prior written notice to the Customer, Roger may also terminate any order and/or the contractual relationship with the Customer in the event of any of the following circumstances:

a) a petition for liquidation of the Customer is filed and/or the Customer initiates any of the procedures provided for in the Italian Crisis Code (Legislative Decree 14/2019);

b) the Customer suspends or ceases, or threatens to suspend or cease, all or a substantial part of its activities; or

c) a change of control of the Customer occurs without the prior written waiver of Roger.

9.4 Should the contractual relationship between the parties and/or a specific order be terminated for any reason, the Customer shall return to Roger, at the Customer's sole expense, all Confidential Information and/or documents of Roger and all the Products delivered and not yet paid. Unless the relevant order is terminated for breach of contract attributable to Roger, the latter shall be entitled to withhold any amount received by Customer as partial compensation for the damages suffered and without prejudice to Roger's right to claim for greater damages.

10. CONFIDENTIALITY AND PRIVACY

10.1 The Customer agree that the terms and conditions of these GTCS and the orders, any materials, information, Intellectual Property Rights of Roger and data concerning the Products and/or the services provided by Roger (hereinafter the “Confidential Information”) are confidential and may not be disclosed to third parties without the prior written consent of Roger, except in the event that such disclosure is required in order to fulfill the obligations of the Customer hereunder, including, without limitation, obtaining official permits, consents, payment of taxes, duties, and fees, and also in other cases as provided by applicable law. It remains understood that the duty to confidentiality does not cover information that is available to the Customer, without any breach of any confidentiality obligations, and/or is of public domain.

10.2 The obligations to maintain confidentiality of the information specified in this Article 10 shall be effective for the entire term of the business relationship between the parties and for 5 (five) years following its termination. With regards to trade secrets, as defined by the applicable law, the confidentiality obligations shall last indefinitely.

10.3 Personal data exchanged or acquired by the parties during the business relationship between the parties (hereinafter, “Personal Information”) will be processed by them in full compliance with EU Regulation 679/2016 and Italian Legislative Decree 196/2003 (and subsequent amendments), and as outlined in their respective privacy policies under articles 13 and 14 of said regulation, which each party agrees to provide to the other.

11. INTELLECTUAL PROPERTY RIGHTS

11.1 For the purpose of this Article 11, “Intellectual Property Rights” mean the patents, trademarks and service marks, logos, graphics, trade names, internet domains, design rights, copyrights (including software rights) and moral rights, utility models, technical drawings, all other industrial and intellectual property rights, whether registered or unregistered, and all rights or forms of protection having equivalent or similar effects in any part of the world owned by Roger and/or licensed to the latter, it being understood that the term "registered" includes registrations and applications for registration.

11.2 The Customer acknowledges that Roger is the sole owner of the trademarks and of any other Intellectual Property Right to the Products and to catalogues, brochures, internet communication and any other related material and documentation and that nothing contained in this GTCS shall be interpreted and/or construed as a transfer and/or license of these Intellectual Property Rights from Roger to the Customer. Any resulting goodwill is the sole property of Roger. The Customer is fully aware that Roger's Products are covered by patents and the claims of industrial and design technology that is the sole property of Roger. The Customer is expressly forbidden, in any case, to remove, suppress or alter trademarks and/or other distinctive signs affixed to the Products and/or to add new ones of any kind. Unless expressly authorized in writing from Roger, any form of reproduction and/or use of the Roger's Intellectual Property Rights shall be considered a material breach of contract, and shall give Roger the right to immediately terminate the business relationship with the Customer, without prejudice to Roger's right to claim for damages.

12. EXPORT CONTROL

12.1 The Customer shall comply with all applicable export control and international economic sanctions regulations, UN embargoes and (re-)export control laws and regulations, and with those of the European union, the United States of America, the UK and any locally applicable jurisdiction sanctions regimes (collectively “Export Regulations”). In the event that the Products, components, software, technology, spare parts and any other items, services or technical assistance provided by Roger are resold or made available to Customer the latter is prohibited to make it available, in a whole or separately, and from transferring the Products, directly or indirectly, to any counterpart included in any list of natural or legal persons, entities or bodies subject to restrictive measures imposed by the European union, the United Kingdom, the United States of America and/or the United Nations, and/or to persons or entities controlled directly or indirectly by the latter to any restricted persons, entity or institution subject to the Export Regulation.

12.2 Customer shall provide Roger with all necessary information concerning the end/use and end-user, in addition to a due diligence statement, in order to provide the relevant data to Roger with the purpose of carry out a “Due Diligence Restricted Partner Screening process” verifying the exclusion of the end-user to the sanctions list.

12.3 To the best of the Party's knowledge, the Customer represents and warrants that neither it nor any other party involved in the agreement, end-user, understanding, instrument, contract, or transaction is connected to: 

(1) any person on the sanctions list; or 

(2) any person owned or controlled by a person or an entity that is on the sanctions list. 

The Customer furthermore warrants to not provide misleading information and declares the following: 

(i) confirms that the company, its owners, controlling persons and officers are not included in the sanctions lists as of the date of the contract.

(ii) shall not conclude agreements and/or transactions with persons included in the sanctions lists.

(iii) Acknowledge and grant that the acquired products shall not be used directly or indirectly in projects prohibited by the sectoral sanctions/sold to persons on the sanctions list or prohibited jurisdictions.

(iv) shall not dispose of the Products to any persons on the sanctions lists or to the prohibited jurisdictions without the Roger's written approval.

(v) shall conduct due diligence when selecting counterparties, banks, freight forwarder, carriers, agent, or brokers as well as any party in whatever from taking part to the agreement.

(vi) shall ensure compliance with the sanctions regime by third parties: customers, contractors, members of the Party's group of persons etc.

12.4. Customer will indemnify and hold harmless Roger, its Affiliates, subcontractors, and their representatives, against any claims, damages, fines and costs (including attorney's fees and expenses) relating in any way to Customer's non-compliance with this section 13, including Customer's and its third party business partners' violation or alleged violation of any Export Regulations, and Customer will compensate Roger for all losses and expenses resulting thereof.

12.5 The Customer shall not sell, export or re-export, directly or indirectly, to Russia/Belarus or for use in the Russia/Belarus any goods supplied by Roger under or in connection with this Contract (including, but not limited to Products) and acknowledge that the No-Russia/Belarus Clause acceptance, is a legal European union obligation and its absence causes substantial and irreparable damage to the Roger and represents a breach of a Customer's obligation.

13. FORCE MAJEURE

13.1 Roger and the Customer are not responsible for non-fulfilment of the obligations envisaged in these GTCS and/or the relevant order in case of force majeure, which includes but its not limited to flood, earthquake, fire, military blockade, riots, strikes, regulations or acts of public authorities (hereinafter the “Force Majeure Event”). It remains understood that Force Majeure Events will not affect any monetary obligations of the parties.

13.2 The party affected by a Force Majeure Event shall inform the other party in writing without undue delay and in any event within 10 (ten) calendar days from the date on which the Force Majeure Event occurred, providing information on the expected duration of the impediment.

13.3 In case of Force Majeure Event, the parties will take any commercially reasonable and appropriate measure to prevent the negative results of the Force Majeure Event and immediately inform the other Party about it in writing. Should the Force Majeure Event last for more than 60 (sixty) calendar days, the non-affected party shall have the right terminate these GTCS and/or the relevant order.

13.4 The parties agree, for the purposes of interpreting this Article 14, to refer to the “ICC Force Majeure – Long Form (March 2020)”, which shall be deemed to be incorporated per relationem in the body of these GTCS.

14. HARDSHIP

14.1 Either party is bound to perform its contractual duties even if events have rendered performance more onerous than could reasonably have been anticipated at the time of the execution of the order. Notwithstanding the above, where a party proves that: 

a) the continued performance of its contractual duties has become excessively onerous due to an event beyond its reasonable control which it could not reasonably have been expected to have taken into account at the time execution date of the execution of the order; and that

b) it could not reasonably have avoided or overcome the event or its consequences,

the parties are bound, within a reasonable time of the invocation of this Article 15, to negotiate alternative contractual terms which reasonably allow to overcome the consequences of the event.

14.2 where Article 15 applies, but where the parties have been unable to agree alternative contractual terms as provided in that paragraph, the party invoking said Article is entitled to terminate the affected order or, as an alternative, to request adaptation by the arbitrator without the agreement of the other party.

14.3 The parties agree, for the purposes of interpreting this Article 15, to refer to the “ICC Hardship Clause – Long Form (March 2020)”, which shall be deemed to be incorporated per relationem in the body of these GTCS.

15. MISCELLANEOUS

15.1 These GTCS and the order confirmation constitute the entire and only agreement between the parties.

15.2 By signing these GTCS or the order confirmation the Customer accepts all the terms and conditions of sale. Any amendment to them must be made in writing and signed by Roger prior to the issuance of the order confirmation, and such amendments shall only apply to the single order they are attached to.

15.3 In the event that one or more of the Articles provided in these GTCS should, for any reason whatsoever, prove to be null, void, ineffective or contrary to mandatory provisions of law, such nullity, voidability, ineffectiveness or contrary to mandatory provisions of law shall not affect the other regulations, Articles or provisions of these GTCS, which shall always remain valid and applicable to the relationship between the parties.

15.4 Any tolerance or acquiescence on the part of Roger with regard to the breach of any of the Customer's obligations under these GTCS and/or the order confirmation shall not constitute a waiver of Roger's rights under the GTCS.

15.5 In the event of any discrepancy between the provisions contained in these GTCS and the conditions contained in the individual order confirmation, the latter shall prevail over the provisions contained in the GTCS. It is understood that any provision contained in these GTCS which does not expressly derogate from the provisions of the order confirmation shall always apply.

16. APPLICABLE LAW 

16.1 These GTCS and the related orders shall be governed, interpreted and construed in accordance with the laws of Italy. 

17. JURISDICTION

17.1 The Customer acknowledges and agrees that this Article 18 shall only apply in the event that the Customer has its registered office in an EU Member State,in the United Kingdom and/or in any of EFTA member States:

“Roger and the Customer acknowledge and accept that all disputes, including those of non-contractual nature arising out of, in connection with and/or relating to these GTCS and/or an order shall be submitted to the exclusive jurisdiction of the Court of Treviso – Italy”.

18. ARBITRATION

18.1 The Customer acknowledges and agrees that the provisions of this Article 19 shall only apply in the event that the Customer has its registered office in a country other than those referred to in Article 18:

“Roger and the Customer acknowledge and accept that any dispute arising out of, in connection with and/or relating to these GTCS and/or an order shall be settled by arbitration in accordance with the Rules of the Chamber of Arbitration of Milan (hereinafter the “Rules”), by a sole arbitrator appointed in accordance with the said Rules. The arbitration shall be governed by the Italian law. The seat of the arbitration shall be Milan. The language of the arbitration shall be English, unless otherwise agreed by the parties”.

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