1. Prices and Validity
of the Offer Prices are intended for goods delivered Ex-Works Tarcento (Incoterms EXW). Due to the extreme volatility of raw material and electronic component markets, this offer is valid for 5 (five) working days. Beyond this term, BAGLEM SRL reserves the unappealable right to update quotations and lead times based on current production and logistics costs.
2. Order Execution and Material Allocation
The order is finalized (pursuant to Artt. 1326–1335 of the Italian Civil Code) exclusively upon the actual receipt of the required down payment. The reservation of critical components and insertion into the production queue occur only when funds are available in BAGLEM SRL’s bank account. In the absence of payment within the validity terms, the order is ineffective and prices are subject to reconfirmation.
3. Technical Project and Aeronautical Standards (AVL/SOV)
The supply of aeronautical signaling systems strictly requires a Technical Project compliant with ICAO/EASA/ENAC regulations. BAGLEM SRL declines any liability for malfunctions, sanctions, or accidents resulting from installations performed without a project or in deviation from the technical specifications provided.
4. Deliveries and Force Majeure
The lead time runs from the receipt of the down payment. Any delays due to force majeure, including geopolitical crises, maritime route interruptions, or systemic shortages of semiconductors and electronic components (Supply Chain disruption), do not entitle the Customer to compensation, penalties, or cancellation (Art. 1218 of the Italian Civil Code). Indicated delivery dates are purely indicative and non-binding.
5. Shipments and Delivery (Incoterms EXW)
Goods always travel at the Customer's risk and account (EXW Tarcento), even if shipped freight prepaid. BAGLEM SRL is not liable for tariff increases or "war surcharges" applied by carriers after order confirmation. Any insurance requests must be specified in the order and are at the total expense of the Customer.
6. Payment and Retention of Title
Clause Pursuant to Art. 1523 of the Italian Civil Code, the products remain the exclusive property of BAGLEM SRL until full payment of the invoices. The buyer cannot delay payment for any reason (solve et repete clause). In case of delay, late payment interest shall apply according to Legislative Decree 231/2002.
7. Warranty and Regulatory Compliance
The warranty covers manufacturing defects for the period provided by EU regulations. Warranty activation is subject to the receipt of the Declaration of Conformity of the system issued by a licensed installer. The lack of such documentation excludes any technical and operational liability of BAGLEM SRL.
8. Repair or Replacement under Warranty (RMA)
The Customer must notify the defect in writing (serial number, detailed description, photos). Upon authorization of the return, the product must be sent to BAGLEM SRL with costs borne by the Customer (DDP). If the defect is covered, BAGLEM SRL will repair or replace the product, returning it according to Incoterms DAP. Note: Should the product result functional or the defect be attributable to incorrect installation, the Customer will be charged for testing and handling costs (minimum € 150.00 + VAT).
9. Limitation of Liability
BAGLEM SRL’s liability is limited to the repair or replacement of the single component found to be defective. Compensation for indirect damages, system downtime (Airport/Site Down), labor costs for disassembly, loss of profit, or penalties are strictly excluded. Any compensation claim shall in no case exceed the purchase price of the single defective component.
10. Intellectual Property, Patents, and Trademarks
All contents, technical drawings, software, patents, and registered trademarks are the exclusive property of BAGLEM SRL. The purchase of products does not grant the Customer any license, reproduction, or exploitation rights of intellectual property. The removal of Baglem trademarks or reverse engineering of components and circuits is strictly prohibited.
11. Applicable Law and Jurisdiction
The contract is governed by Italian Law, with the express exclusion of the 1980 Vienna Convention (CISG). Any dispute shall be submitted to the exclusive jurisdiction of the Court of Milan (Italy).
12. Acceptance by Execution
(Art. 1327 Italian Civil Code) These conditions are understood as fully accepted if the Customer executes the contract by paying the down payment or sending their own purchase order. These conditions prevail over any purchasing conditions of the Customer.
SPECIFIC APPROVAL OF CLAUSES
Pursuant to and for the purposes of Artt. 1341 and 1342 of the Italian Civil Code, the execution of the contract (payment or order) implies the specific approval of the clauses contained in the following articles: 1 (Price updates); 4 (Exclusion of penalties for supply chain delays); 5 (EXW transport risk); 8 (Testing fees for functional returns); 9 (Exclusion of indirect damages and downtime); 10 (Patent and Trademark protection); 11 (Italian Law and Court of Milan); 12 (Acceptance without signature).
