1. GENERAL PROVISIONS
1.1 These general terms and conditions of supply govern the terms and conditions for the provision of products and/or services to the customer (the “Customer”), in compliance with applicable laws (the “General Conditions”).
1.2 The General Conditions are an integral part of the contracts, where concluded, in effect between 3DD Factory S.r.l. (hereinafter referred to as the “Supplier” and, together with the Customer, the “Parties”) and the Customer for the provision of products and/or services by the Supplier (the “Services”).
1.3 The General Conditions apply to all transactions concluded between the Supplier and the Customer without requiring explicit reference to them or a specific agreement for each transaction. Any differing terms or conditions shall apply only if confirmed in writing by the Supplier.
1.4 The Supplier reserves the right to amend, supplement, or modify the General Conditions by attaching such changes to the quotation specifying the Services to be provided to the Customer (the “Quotation”) or in any written correspondence sent to the Customer.
1.5 In the event of any discrepancies between the General Conditions and the Quotation and/or any document referenced therein, the provisions of the General Conditions shall prevail.
1.6 In providing the Services, the Supplier may use tools, services, and/or collaborators, including external ones, who will act under its direction.
2. QUOTATIONS AND ORDERS
2.1 The Quotation is not binding, particularly if the Customer requests a modification to the Services, which may result in changes to the quantity, prices, and delivery terms indicated in the Quotation.
2.2 Orders placed by the Customer are not considered accepted until confirmed in writing by the Supplier (hereinafter the “Confirmation”). Should the Supplier not issue a Confirmation, the issuance of an invoice or the provision of the Service by the Supplier shall be considered as Confirmation.
2.3 Orders and/or changes to Orders made in non-written form must be confirmed in writing by the Customer. Otherwise, the Supplier assumes no responsibility for any errors or misunderstandings that may arise.
2.4 During or after the provision of Services, any modifications not expressly agreed upon with the Supplier and/or exceeding routine maintenance whether technical, graphical, or advisory in nature (such as, but not limited to, substitution, addition, alteration of materials, images, videos, documents, sounds, texts, and hyperlinks; problem resolution) and, if accepted by the Supplier, will be quoted and communicated to the Customer.
2.5 The Supplier reserves the right to indicate the validity period of the Quotation either in the Quotation itself or in a separate written form. Once the validity period has expired, the Quotation and the terms contained therein will no longer be valid. A new Quotation must be formulated for the provision of related Services.
3. PRICES AND PAYMENT TERMS
3.1 The costs of the Services do not include VAT, if applicable, which must be paid at the time of delivery or in accordance with the specific provisions indicated on the invoice.
3.2 Additional expenses not indicated in the Quotation (e.g., taxes, duties, shipping, insurance, installation, end-user training, post-supply assistance) are not included unless separately quoted.
3.3 In addition to other remedies allowed by applicable law or these General Conditions, the Supplier reserves the right to charge late payment interest from the date the payment becomes due.
3.4 If the Customer fails to make payments within the terms and methods specified by the Supplier, or if the Customer’s business operations deviate from the ordinary course of business such as, but not limited to, seizure orders, protests, delayed payments, or bankruptcy proceedings the Supplier is entitled, at its discretion, to (i) suspend Services, (ii) require advance payments or a security deposit, and/or (iii) declare any claims arising from the business relationship as immediately payable.
3.5 The Customer has no right to make any set-off, withholding, or reduction unless agreed in writing with the Supplier or the request for such has been definitively upheld in court.
4. DELIVERY TERMS
4.1 The provision of Services is subject to (i) the Customer signing the Quotation, (ii) the Customer paying the advance indicated in the Quotation, and (iii) the Customer delivering all materials requested by the Supplier, as specified by the Supplier.
4.2 Such materials must be provided to the Supplier within the timeframe specified in the Quotation or as otherwise communicated by the Supplier. In the event of delayed and/or non-delivery within the prescribed timeframe, the Supplier may delay the provision of Services or terminate the contract due to non-performance.
4.3 Unless otherwise agreed between the Parties, the indicative delivery term is specified in the order confirmation but cannot, under any circumstances, be considered binding for the Supplier.
4.4 The Supplier reserves the right to make reasonable partial deliveries.
4.5 The Supplier shall not be held liable for delayed or non-delivery resulting from causes attributable to the Customer, force majeure, or other unforeseeable events beyond the Supplier’s control, including but not limited to strikes, lockouts, epidemics, government actions, subsequent export or import restrictions, which, depending on their duration and scope, release the Supplier from the obligation to meet agreed delivery deadlines.
5. INSPECTION AND ACCEPTANCE OF SERVICES
5.1 Upon delivery of the Services, the Customer must immediately:
- Verify the quantity and quality of the Services and notify the Supplier of any objections;
- Check the conformity of the Services with the Confirmation and notify the Supplier of any discrepancies.
5.2 For reporting defects, the Customer must adhere to the following procedures and timelines:
- Notifications must be made within no more than fifteen (15) business days from the delivery of Services (hereinafter, the “Notification”);
- If the complaint concerns a defect that was not apparent during initial inspection, the Notification must be made within eight (8) days of discovering the defect;
- Notifications must be sent to the Supplier at the email address amministrazione@3ddfactory.com within the above deadlines;
- The Notification must clearly indicate the type and extent of the defects;
- The Customer must refrain from using and/or exploiting the Service for which the defect is reported;
- By reporting defects in the Services, the Customer agrees to allow inspection by the Supplier or an expert appointed by the Supplier.
5.3 No objections concerning the quantity, quality, or type of Services may be made unless through the Notification in accordance with the above procedure.
5.4 Services for which no Notification is made, in accordance with the above procedure and deadlines, are considered approved and accepted by the Customer.
6. WARRANTY TERMS
6.1 The Supplier warrants that the Services are free from defects and conform to the technical specifications declared by the Supplier.
6.2 The warranty applies only to Services used in environments and applications consistent with the Supplier’s declared specifications; any improper use is prohibited.
6.3 The warranty shall not apply if the defect, issue, or anomaly results from (i) inappropriate or unsuitable applications, (ii) non-compliance with deployment requirements, or (iii) third-party responsibility (e.g., post-production by a third party). Any unauthorized modification to the Services releases the Supplier from civil and criminal liability, voiding the warranty.
7. LIMITATION OF LIABILITY
7.1 Except in cases of justified complaints raised under Article 5, the Customer is not entitled to any further rights or remedies. The Supplier shall not be liable for compensation for contractual breaches or for any direct damages or loss of profits incurred by the Customer as a result of the use or non-use of the Services, except as covered by the warranty in Article 6 or in cases of willful misconduct or gross negligence.
7.2 The Supplier will endeavor to provide the Services within any agreed timelines but shall not, except in cases of willful misconduct or gross negligence, be held liable for damages caused directly or indirectly by delays in contract execution or Service delivery.
7.3 The Supplier’s catalogs, price lists, or other promotional material are only an indication of the types of Services and prices, and the information provided is not binding for the Supplier. The Supplier does not assume any responsibility for errors or omissions in its promotional material.
7.4 The Client acknowledges and accepts that, in the course of performing the Services, the Supplier may make use of tools, platforms, and technologies based on artificial intelligence (“AI”), including those operated by third parties, under the Supplier’s direction and responsibility. The Client recognizes that, as a result of such use, certain data, content, or materials provided by the Client may be processed by such platforms in accordance with their respective terms of use. Within these limits, the Client shall indemnify and hold the Supplier harmless from any liability for any violations of intellectual property rights, privacy, confidentiality, or other third-party rights arising from the automated processing of data through AI tools, except where such violations are attributable to the Supplier’s willful misconduct or gross negligence.
8. COPYRIGHT AND OWNERSHIP
8.1 In accordance with Law 633/1941 and subsequent amendments, the Services provided to the Customer do not imply ownership but the assignment of a right of use in accordance with the terms indicated in the following clauses.
8.2 The Services provided remain the full property of the Supplier until the Customer has paid the price for the related Services. Until then, the Customer holds the Services as a trustee for the Supplier and must store the Services adequately, ensuring they are protected and insured.
8.3 The Customer is not authorized to use, exploit, or modify the Services in any part unless expressly agreed with the Supplier and, in any case, not before payment of the full balance as indicated in the Quote.
8.4 The Client acknowledges that, in the case of projects carried out by the Supplier, all deliverables, drawings, models, visual representations, technical documents, and materials provided are granted for limited use, exclusively for the project covered by the relevant Quotation and for the purposes indicated therein. Any reuse, reproduction, modification, integration, distribution, or exploitation of such materials in different, additional, or expanded contexts is therefore prohibited without the Supplier’s prior written consent, which may be subject to technical and economic conditions. The Client undertakes to ensure that the above limitations are also respected by any third parties engaged or involved by the Client in the use of the Services, assuming full responsibility for any direct or indirect violation committed by such third parties.
9. INTELLECTUAL PROPERTY AND SUPPLIER’S CREDITS
9.1 The Customer acknowledges that documents, drawings, and data (whether in paper form or on electronic media) used in connection with the Services contain confidential information and may be protected by intellectual and/or industrial property laws in favor of the Supplier.
9.2 The Customer agrees, where technically possible, to include a credit citation on the completed works and visual representations such as drawings, models, videos, or photographs, and/or any other type of service created by the Supplier. This citation may also be included in reproductions made by the Customer or third parties authorized by the Customer. The Supplier may also cite the Customer for its promotional purposes (in publications and/or any other medium and form) in connection with the Services.
10. NO REVERSAL
10.1 The Customer undertakes, for the period of provision of the Services and for the following 2 (two) years, not to conclude (directly or indirectly, on its own account or on behalf of third parties), independent employment contracts, even occasional, agency contracts or business referral contracts, employment contracts or other professional employment agreements with employees (including managers),Supplier’s directors, partners, employees, agents or business procurers.
11. PERSONAL DATA PROCESSING
11.1 The Customer’s personal data will be processed in accordance with Italian law on personal data processing (Legislative Decree 196/2003) and EU Regulation 2016/679 and subsequent amendments.
11.2 The Supplier informs the Customer that it is the data controller, and the Customer’s personal data is collected and processed solely for the execution of the General Conditions.
12. APPLICABLE LAW AND JURISDICTION
12.1 These General Conditions are governed by Italian law.
12.2 Any dispute arising between the Parties concerning the interpretation, validity, or execution of these General Conditions and related contracts will be referred to the exclusive jurisdiction of the Court of Milan.
13. FINAL PROVISIONS
13.1 The invalidity, in whole or in part, of individual provisions of these General Conditions does not affect the validity of the remaining provisions.
Pursuant to Articles 1341 and 1342 of the Italian Civil Code, the Customer specifically approves the following provisions:
1. General provisions; 2. Quote and orders; 3. Prices and payment terms; 4. Delivery terms; 5. Duty to inspect and accept the Services; 7. Limitation of liability; 8. Copyright and ownership; 10. No reversal; 11. Personal data processing; 12. Applicable law and jurisdiction.
