1. Scope of Application
These general conditions of contract shall apply solely to products destined to the aftermarket.
The contract entered into between the parties as a result of Dayco Europe S.r.l. a Socio Unico / Dayco
Europe Aftermarket S.L. (hereinafter “Dayco”) accepting the order shall be solely governed by these
general conditions of sale, by any departing conditions or specific conditions possibly agreed upon in
writing in the order and/or in a separate document, which the Purchaser declares to know and accept
fully, expressly waiving its general conditions of purchase.
2. Orders
Orders shall be effective upon the Purchaser receiving their written acceptance by Dayco.
Orders shall be accepted by Dayco on condition that the Purchaser signed all the relevant sections of
these general conditions of sale.
3. Prices
Prices shall be the ones stated in the official price lists of Dayco applicable upon acceptance of the order, if any, or standard prices applied by Dayco.
4. Delivery
Delivery shall be at the address specified by the Purchaser and shipping and/or transportation costs shall be borne by one of the parties in accordance with the order; lacking any indication in the order, shipping
and/or transport costs shall be borne by the Purchaser.
Unless otherwise agreed in writing, any claims concerning the quantity and/or the type of the products
sold shall be notified in writing to Dayco within 15 days of their delivery; lacking such notice, the
products shall be deemed definitively accepted by the Purchaser, who shall forfeit its right to raise claims
on the quantity and/or type of delivered products.
5. Payments
Non-payment and/or late payment in relation to the terms and conditions specified in the order, will lead to the loss of any “cash discount” indicated in the invoice and the application on the unpaid amounts, including the “cash discount”, of interests for late payment amounting to the BCE interest rate (refinancing rate) increased by 7 percent, the right to refund any further damage suffered by Dayco
remaining unaffected and unprejudiced.
6. Warranty
The warranty on Dayco products shall be effective for two years starting from their installation.
If a manufacturing defect of the product is detected, Dayco shall at its sole discretion return the sale price or replace the products within a reasonable time limit.
Dayco shall bear shipping and installation costs for the new replacement product, and any indemnification obligation shall be excluded.
The warranty shall not apply:
- if the defect results from standard wear and tear caused from using the product for its intended use
after a mileage corresponding to the mileage indicated by the vehicle manufacturer and provided that
the power transmission components involved in the movement are in standard operating conditions;
or
- if other power transmission components of the vehicle caused the defect of the product on account of
insufficient and incorrect maintenance; or
- if the product was not used for its intended purpose: not applied on the model(s) of engine indicated
in the catalog, used on competition engines, etc.; or
- if the product was not installed by following the recommendations of the vehicle manufacturer for
the specific model and/or the instructions enclosed with the product by Dayco; or
- if the product was not stored, transported or handled appropriately; or
- in case of accident.
Within two months of detecting the conformity defect, not only shall the retailer or fitter send Dayco the
defective product or allow its technicians to inspect the product, but it shall also provide Dayco with the
following information in writing:
- product type/code;
- product installation date, vehicle’s mileage at the time of installation and at the time the defect was detected;
- vehicle’s data (model, cylinder capacity, engine code, year of manufacture);
- documents giving proof of purchase of the product (invoice or receipt);
- name and address of the end user;
- description of the detected defect;
- irregularity reported by the end customer.
If the retailer or the fitter fails to send the documents and/or information required under the previous
paragraph by the abovementioned time limits, the warranty shall not apply and therefore Dayco shall not
be held howsoever liable for the detected defect.
7. Intellectual property rights and industrial property rights
If the products and relevant packing delivered to the Purchaser bear the Dayco trademark, or other trademark lawfully used by Dayco, the Purchaser shall not remove and/or delete it.
The Purchaser represents that it does not hold any right on the Dayco trademark and on the technical and
business information connected with the sale of the products possibly disclosed to it by Dayco, including
but not limited to drawings, catalogs, technical or business documents.
The Purchaser shall not use trademarks or distinctive signs capable of generating confusion with thetrademarks and distinctive signs used by Dayco.
8. Confidentiality
Unless otherwise agreed in writing, the Purchaser shall regard as “Confidential” all technical or business
information or information of any other nature which it acquires knowledge of in connection with the
performance of the order. In particular, all technical information related to the products sold to the
Purchaser shall be regarded as Confidential.
All information defined as Confidential by Dayco, including by simultaneous written statement or by
notice sent to the Purchaser within 30 days of its disclosure, shall also be treated as Confidential; prior to
the expiration of this time limit, any information which Dayco discloses to the Purchaser shall remain
provisionally Confidential.
The Purchaser shall keep confidential and consequently shall not disclose Confidential information to
third parties for the entire duration of the contractual relation and for 10 years after its termination and/or
expiration howsoever occurred.
For the entire term of the contractual relation, the Purchaser shall keep Confidential information and any
document related thereto, allowing consultation only by its staff who need such information for the sale
of products purchased from Dayco.
The Purchaser shall be entitled to use freely the technical information received from Dayco, provided
that it gives written evidence that:
(i) it was already known to the public upon disclosure; of
(ii) it was lawfully disclosed to it by third parties authorized to disclose it; or
(iii) upon disclosure, it had already been independently developed by its staff through the processing
of data known to the public.
Upon expiration of the contractual relation with Dayco, or upon the latter’s request, the Purchaser shall
return to Dayco all documentation relating to Confidential information stored under this article.
9. Force majeure
Dayco shall not be liable for nonperformance of the obligations set out in the contract and in these
general terms of sale if such nonperformance is caused by events that are out of its control, or that are
unforeseeable or unavoidable, including but not limited to: wars, whether or not declared, natural
catastrophes, explosions, fires and destructions, boycotting, strikes and lock-outs of any kind, acts by the
public authorities whether lawful or not.
If force majeure or its effects last for more than 120 days, then each party shall be entitled to withdraw
herefrom by sending simple written notice to the other party, with no obligation of a notice period and no
further amount being due to the other party either as consideration for withdrawal or as compensation for
damages.
10. Causes for withdrawal
Dayco shall be entitled to withdraw from the contract in writing by notifying the Purchase, with no
obligation of a notice period and no further amount being due to the Purchaser as consideration for the
withdrawal or as compensation for damages, solely in case:
(i) of interruption or suspension or transfer of the production business of the Purchaser; or
(ii) the Purchaser is declared bankrupt; or
(iii) any insolvency proceedings are started against the Purchaser; or
(iv) total or partial transfer of the line of business.
11. Governing Law
These general conditions of sale shall be governed by the laws of Italy.
In case of discrepancy and/or conflict between the Italian and English versions, the Italian text shall
prevail.
12. Competent Court
All disputes shall be referred to the exclusive jurisdiction of the Court of Chieti and Dayco’s right to
address any other competent forum based on the provisions of the Italian Code of Civil Procedure shall
remain unaffected.
Specific approval
Under articles 1341 and 1342 of the Italian Civil Code, the Purchaser specifically approves the following
clauses: Art. 4 par. 2 (forfeiture of the right to raise claims); Art. 6 (limitation on liability); Art. 10 (right
to withdraw); Art. 12 (departure from the jurisdiction of the judicial authority).
