ICM General Sales Conditions click to download
ICM GENERAL CONTRACT CONDITIONS
These ICM General Contract Conditions are available upon Customer request, filed either orally, by
phone or in writing and in addition to that they can be viewed, downloaded and/or printed from
the website <www.icmlift.com and www.icmliftmarine.com>
In these General Contract Conditions (hereinafter referred to as GCC) and in the contract and precontract
documents indicated below the following terms and expressions have been used with the
“ICM”: Abbreviation of I.C.M. S.r.l., registered office Via Kempten, 12 38121 (TN)- P.IVA:
“Customer”: the natural or legal person that enters in the contract with ICM;
“Metal shaft”: indicates, for the purposes of these General Contract Conditions, both the metal
shaft designed and manufactured by ICM to contain the facilities (platforms, lifts and so
on)produced by third parties as described in the “ICM order confirmation” and in the “Metal shaft
project(s)” and subsequent additional documents and the Icaro homelift, consisting in a hoisting
platform patented and manufactured by ICM, which can (but needs not to) be stored inside a
metal shaft manufactured by ICM or by third parties according to the provisions in the ICM Order
Confirmation and in the Metal shaft project(s) and subsequent additional documents;
“Materials”: all or part of the components of the Metal shaft before the Installation activity is
“Installation”: the monitoring activity of Materials in the place of the ICM Order Confirmation,
care of ICM, or by third parties or by the Customer directly. The words installation and assembling
are equivalent for Contract purposes;
“Negotiation”: the stage before “Contract” signature in which ICM and the Customer discuss and
assess suitability and opportunity of signing the “Contract”, with no restrictions for either party.
“ICM Temporary offer”: ICM document that pertains only to the outcome of the negotiation but is
not an ICM contract proposal and features a simple outline of the object (Metal shaft, materials,
products, overall quality and additional services required for implementation) and the price of the
future contract proposal (Order Confirmation) without the essential items of the latter documents.
“ICM Order Confirmation”: full ICM contract proposal for the Metal shaft (and the additional
services to build the metal shaft and so on) containing also the specific contract conditions; this
document is supplemented by these GCC and annexes thereof.
“Order Progress Schedule”: the plan, developed by ICM upon forwarding of the ICM Order
Confirmation which contains a brief schedule that details, for each week, the times required by
ICM to design, manufacture, delivery and also install the Metal shaft and also the tasks to be
carried out by the Customer (with the relevant executions times) or by third parties appointed by
the Customer or connected to the customer by contract or de facto relationships; full compliance
with this plan is required to allow ICM to comply with its deadlines and terms set forth in the
“Order Progress Plan”.
“Order Progress Updates”: plans, issued by ICM after the Order Progress Schedules during the
Contract performance and sent (also by e-mail) to the Customer; these plans take into account all
variations from the terms in the Order Progress Schedule.
Metal shaft project/s: graphical projects and plans developed by ICM and pertaining to the Metal
shaft. these plans are designed basing on the surveys carried out in the Site were the Metal shaft
will be installed and also based on the “Facility Project” and the technical data provided by third
“Elevator Project”: if the metal shaft’s purpose is to house a Elevator (lift, hoisting home lift and
so on) designed by different third parties, the “Elevator Project” is the project developed by these
third parties on behalf of the Customer. ICM needs this project to design and build the Metal shaft
in a way that is compliant to the Elevator itself.
“Customer-requested modifications”: changes ordered by the customer during the contract
relationship. These changes may pertain to materials quantity and/or quality of the Metal shaft or
part of it, changes that may require amendments to or remaking of the Metal shaft Project or part
thereof and that therefore cause changes in the deadlines set forth in the First Order Progress Plan
in and may cause increases in the overall Contract price.
“Contract”: the agreement between ICM and the Customer, whose object is the Metal shafts and
that includes the “ICM Order Confirmation” accepted by the Customer in writing and including all
annexes thereof, including the “First Order Progress Plan” and the “Metal shaft project/s” and/or
the “Customer-requested Modifications”, and these “GCC”, and/or by further contract
“Site”: the place (usually a building being constructed and/or being renovated) where the Material
is to be delivered and that shall house the Metal shaft.
2) NEGOTIATION (PRE-SIGNATURE) STAGE AND PRE-CONTRACT DOCUMENTS
2.1) During the negotiation, ICM shall send the document named “ICM Temporary offer”. ” by
mail or e-mail. This document has not the legal force of an ICM Contract Proposal pursuant to art.
1326 of Civil Code; its only purpose is to help development of the negotiation and define the
object (Metal shaft, materials, products, overall quality and additional services required for
implementation) and the price of the ICM contract proposal that will be issued at the end of the
negotiation. The ICM Contract Proposal will be formalised by ICM if the negotiation has a positive
outcome by issuing a document, called “ICM Order Confirmation” which will be further discussed
in the next article. Only this document, duly drafted and completed and with all annexes thereof
shall have the effect of an ICM Contract Proposal as it contains all the key Contract elements to be
supplemented by these General Conditions.
2.2.) Therefore, the Customer’s returning this “Temporary Offer” signed (with “acceptance
signature” or with an analogous formula or simply signed) as well as the sending of an oral, written
or e-mail message containing the “acceptance” of the offer or a similar message to the same effect
shall not be construed as the parts having entered into a contract.
2.3) If the Customer, after receiving the ICM Temporary Offer, wishes to carry on with the
negotiation it shall notify ICM about it in writing (also via e-mail) or in spoken form. Until said
notification occurs the parties shall be free to freely withdraw from the negotiation without any
justification and/or refund and/or cancellation surcharge.
2.4) All pre-contract documents provided by ICM and/or the customer during negotiation for
the purpose of identifying the future Contract conditions, including e-mails, drawings and/or
temporary projects and even the ICM Temporary Offer shall not have any force and relevance
after the contract has been signed and has come into force as only the conditions contained in the
“ICM Order Confirmation” and supplemented by the annexes thereof and by subsequent
operational/executive documents (Metal shaft Projects, Further Order Progress Plans, Customerrequested
Modifications) shall supplement the content of this Contract.
3) CONTRACT SIGNATURE AND CONTRACT DOCUMENTS
3.1) Should the parties wish to carry on with the negotiation also after exchanging the aforesaid
pre-contract documents, ICM shall take care to prepare and sent to the Customer the contract
proposal, called “ICM Order Confirmation”, which identifies the Contract object, states the price
and the key terms and conditions of the Contract (delivery terms, payment terms and so on) as
well as a reference to the General Contract Conditions for anything not mentioned in them. Please
note that all annexes mentioned and/or cited in the ICM Order Confirmation supplement the
content of the Contract. This applies in particular to the Order Progress Schedule that shall be
carefully reviewed by the Customer as it is essential to understand and define the delivery times,
the obligations and the duties entrusted solely to the customers and the terms of fulfilment of
3.2) The Contract comes into force when ICM receives the ICM Order Confirmation returned by
the Customer and all annexes thereof, signed in each page by the Customer (or its legal
3.3) Failure to return to ICM the Order confirmation duly signed as per 3.2 above (including
annexes) within 15 days from the document sending (and/or delivery) date shall cause said Order
Confirmation to become null and void.
3.4) The Customer shall deliver to ICM the original copies of the signed ICM Order Confirmation
and annexes but it may also send a copy of them via fax first, provided all the original contract
documents (including annexes) are sent, duly signed, by mail as well. The fax number is found at
the bottom of the document. In this case the date of fax receipt shall count as the date of contract
entering into force. However, the Customer shall necessarily send the original and signed
documents by mail as soon as possible.
3.5) No other form of ICM Order Confirmation acceptance (including e-mails) are allowed.
3.6) Should the Customer be entrusted by a third party (including public authorities) to build
the Metal shaft it shall explicitly state it and inform ICM about it in writing before entering into the
Contract stating that it has been authorised by the aforesaid third party to enter into the Contract
with ICM under its own responsibility and it shall provide ICM with all the information about said
third party and all information, including technical information, regarding the relationship with
said party that may be useful for assessing the contract terms and Conditions. The Customer
undertakes to hold harmless ICM from any penalty, claim or anything else that may be caused by
the Contract coming into force without the aforesaid authorisations and the Customer also
undertakes to refund all expenses and damages caused to ICM in case the Contract is interrupted,
terminated or declared null and void because of the ceasing of the effects of the
contract/relationship between the Customer and the third party.
4) TECHNICAL CARACTERISTICS OF THE METAL SHAFT
4.1) The exact identification of the Metal shaft technical characteristics is included and can be found in
the ICM Order Confirmation, the annexes thereof, the Metal shaft Project/s and the Customerrequested
modifications as regulated by these GCC.
5) CONTRACT PERFORMANCE – RECIPROCAL OBLIGATIONSPERFORMANCE TIMING –
ORDER PROGRESS SCHEDULE.
5.1) Together with the Order Confirmation, ICM shall attach also a document named Order Progress
Schedule. This schedule shows under the heading “deadlines for ICM” all the activities and tasks to be
carried out by ICM (surveys, planning, production, etc.) until the delivery of the Material at the Site, by
specifying the week of the year by which the same are to be carried out.
5.2) Under the heading “deadlines for the Customer”, the Order Progress Schedule shows the
different activities and/or tasks to be carried out by the Customer. The Customer may carry out them
directly or through third parties appointed by the same or connected to the same with an autonomous
contractual or factual relationship (e.g., main customer, works supervisor, Customer’s works
supervisors, design office appointed by the customer, etc.). Indeed, since the Metal shaft is aimed at
containing facilities (lift, etc.) built by third parties and is to be delivered and installed at a site at the
disposal of the Customer or third parties connected to the Customer with autonomous contract
relationships, in order to comply with its design, production, delivery and possible installation deadlines
ICM needs a wide range of information, designs, technical data, etc. from the Customer or said third
parties. The same is true for the Icaro homelift. Moreover, in order to carry out its activities ICM needs
the Customer or the aforesaid third parties to perform all the tasks and activities to be carried out by
them (or, in any case, not by ICM) and the availability of all necessary works in perfect efficiency, as
stated in detail in the following articles.
5.3) Therefore, failure or delay in carrying out the different activities and/or tasks under the Contract
and Order Progress Schedule by the Customer or the aforesaid third parties shall cause the automatic
deferment of ICM weekly deadlines for the performance of its own activities and/or tasks (design,
production, delivery, installation, etc.). Weeks are intended as working weeks, from Monday to Friday,
Saturday and Sunday excluded.
5.4) As a way of an example, since all weekly deadlines in the Order Progress Schedule given
together the ICM Order Confirmation are to be preceded by the prior and necessary return by the
Customer of the Order Confirmation and the Order Progress Schedule signed for acceptance in each
part, should the Customer do it only after the end of the week stated in the Order Progress Schedule, all
successive weekly deadlines shall be postponed accordingly. Similarly, since the Metal shaft cannot be
properly designed if the Customer or the appointed third party does not send the Elevator Project,
delay in delivering it as to the week under the Order Progress Schedule shall cause a corresponding
postponement of ICM weekly deadlines for project realization as well as of the other successive
deadlines. The same applies to the written approval of the ICM Metal shaft Project by the Customer,
since without this approval ICM cannot go on with the production or realization by the Customer or the
appointed third party, of all building works necessary for the Metal shaft installation, being understood
that if these works have not been properly completed, not only the Metal shaft cannot be installed but
also the same may be dangerous, taking into account its function. And so on.
5.5.) The Customer is required – for organizational reasons and the aforesaid ones – to promptly
inform ICM in writing of its impossibility (or the impossibility of connected/depending third parties) to
carry out the aforesaid activities/tasks within the terms under the Order Progress Schedule.
5.6) If, during the relationship, the original terms are postponed due to delays and/or facts and/or
situations ascribable to the Customer in carrying out the aforesaid activities/tasks, ICM may send the
Customer Order Progress Updates, of course adjusted to the changed situation. This also for Customer
organizational reasons. However, failure to send said tools shall not jeopardize the postponement of
the original terms in the cases above.
5.7) ICM shall not be liable for any postponement of the terms of the Order execution ascribable to
the Customer (and/or third parties connected to the same) for the aforesaid reasons and situations,
with the result that the Customer cannot claim any damage and/or penalty (if agreed) from ICM for any
postponement period (weeks / fractions of weeks) ascribable to the Customer.
5.8) If the Order Confirmation and/or Order Progress Schedule provide for a specific final term for
the delivery of the Materials (a week or a specific date), it is understood and agreed that said deadline is
always and in any case established by taking into account the aforesaid activities/tasks of the Customer
provided for and stated in the Order Progress Schedule. Therefore, the provisions above related to the
postponement of ICM terms shall apply to this case too. The generic word “Delivery” in the aforesaid
documents shall be interpreted as the Delivery of the Materials at the Site, even if the Contract provides
5.9) Technical information, surveys, designs (for instance, the Elevator Project) sent to ICM by the
Customer or third parties which the Customer is responsible for shall be accurate, thorough and correct
to allow ICM to update the order in its different aspects (related to design and execution) with
punctuality, accuracy and skilfulness and ICM shall not be liable for technical mistakes of third parties.
The wording “Elevator technical data” in the Order Progress Schedule refers to all Elevator technical
data that are not included in the “Elevator Project” and are necessary for the Metal shaft design. Said
information and the “Elevator Project” are not necessary if the Contract refers to the Icaro homelift. In
that case, if the latter is to be installed in a metal shaft built by third parties, the Customer shall provide
all technical data and projects of the metal shaft in order to assess and adapt ICARO to the same.
6) CUSTOMER-REQUESTED MODIFICATIONS
6.1) Changes ordered by the Customer after the signing of the contract and during the contract
relationship. These changes may refer to materials quantity and/or quality of the Metal shaft or part of
it. Even when changes do not require amendments to or remaking of the Metal shaft Project, they
cause changes in the deadlines set forth in the Order Progress Schedule and may cause increases in the
overall Contract price according to the Order Confirmation.
6.2) The Customer shall formalize modifications in writing, also by e-mail, by using ICM forms. Upon
receipt of the modification request, ICM shall formalize its proposal (also by e-mail) for the price related
to the requested modifications and wait for the Customer’s confirmation and acceptance, to be sent to
ICM also by e-mail, before carrying out the relevant design and/or production and/or change. The
consideration for modifications shall be added to the last payment at the end of the relationship. If the
parties do not agree on the consideration, it shall be calculated based on the last price list published by
the Provincia Autonoma di Trento.
7.1) The prices stated by ICM are net of VAT (in the percentage applicable upon invoicing).
7.2) Without prejudice to the specific cases under these GCC (for example, Customer-requested
modifications), Contract prices are fixed and invariable, starting from the date of the Contract signing
until the date of the installation completion.
8) PAYMENT TERMS
8.1) The ICM Order Confirmation includes price payment modalities and terms. If, as usual, the price
is paid by instalments, the following terms shall have the stated meaning and effects:
“…% advance upon order”: it refers to the signing of the Contract;
“…% with goods ready”: it refers to the moment in which ICM manufactures the Materials;
“…% upon Materials delivery”: it refers to the moment in which ICM delivers the Materials at the Site;
“…% upon metal shaft installation”: it refers to the moment when ICM installs the Metal shaft in the
Site, even if the glasses have not been installed (if applicable), which are to be necessarily installed after
the lift technician has installed the Elevator inside the Metal shaft (also in order to prevent their
breaking or scratching). In particular, it is sufficient the completion of the installation of the Metal shaft
as a whole, even if there are minimum finishing works still to be completed (for example, sealing with
silicone glue, setting, etc.). In Contracts where for its own organizational reasons the Customer, or the
third party building the Elevator, asks ICM to install the Metal shaft without door sides (i.e., the closing
devices between the lift door and the metal shaft vertical uprights) the right to the payment of the price
instalment starts when ICM finishes installing the Metal shaft, even if the door sides have not been
fitted but only delivered at the Site.
“…% upon installing of glasses”: when glasses are included in the Metal shaft, it is the moment when,
after the Elevator has been installed inside the Metal shaft, ICM fits said glasses. Also in this case, it is
sufficient that the glasses have been fitted as a whole, even if there are still minimum finishes to be
8.2) In case of delay in the payment in accordance to the terms under the Order Confirmation, the
Customer shall pay ICM, without any formal notice, the relevant interest provided for by the law with
reference to business operations (Legislative Decree 231, dated 09.10.2002), plus two percentage
8.3) The Customer cannot delay or suspend payments at the deadlines stated in the Order
Confirmation for any reason, even in case of claims or challenges, also if referred to other existing
Contracts with ICM.
8.4) Failure to pay even one price instalment shall involve the loss of the benefit of the terms granted
by ICM to the customer for other instalments, give ICM the right to suspend its performance and, in any
case, imply an automatic and corresponding postponement of the terms for ICM under the Order
Progress Schedule, with the right for the latter to withhold amounts already paid until that moment
also as penalty, without prejudice to its right to pursue claim for further damages.
8.5) Failure to comply with the aforesaid deadlines shall imply also the automatic termination of the
Contract pursuant to art. 1456 of the Italian Civil Code, with the right for ICM to withhold amounts
already paid until that moment also as penalty, without prejudice to its right to pursue claim for further
9) CHARGES AND SUPPLIES TO BE PAID BY THE CUSTOMER
9.1) Moreover and without prejudice to the Order Confirmation provisions, the Customer shall place
at ICM disposal – next to the lift-shaft and at the level of the roadway – a sufficiently large venue, that is
dry, ventilated and well lit, equipped with a lock, to be used as warehouse for the Material delivered at
the Site. The Customer shall be responsible for the custody and conservation of goods in it.
9.2) The Customer shall give the carrier and ICM a receipt for the Materials delivered at the Site.
9.3) The Customer shall carry out, both before and during the Installation, any kind of local works
and masonry necessary for the Metal shaft installation (these works are to paid by the same, also for
transformations and modifications of existing Elevators or repairs, including those carried out under
warranty); the same shall also arrange and provide the installer with all necessary means, compliant
with safety regulations in force (scaffoldings, ladders, etc.).
9.4) The Customer is responsible for obtaining any authorization/licence and analogous building
permit necessary for the Metal shaft installation, also under municipal regulations in force where the
Site is located, as well as for dealing with any duty and paperwork under the local and national building
regulations in force. By way of example, if just a D.I.A. (declaration of the start of work) is necessary, the
Customer shall be responsible for its submission and shall take care, at its own expense, of any further
formalities with the public administration (for instance, declaration of the end of work, etc.). The same
applies to issues related to the Metal shaft appearance, if external, with reference to regulations on
environmental impact and so on. In any case, ICM shall not be liable to the Customer in respect of any
claims and/or initiatives taken by the relevant bodies for alleged breach of building regulations related
to the Metal shaft installation and the Customer shall indemnify and hold harmless ICM from and
against any claims of such public bodies and/or third parties in such cases.
9.5) Unless the Order Confirmation states otherwise, the Customer shall be responsible for:
– shelters and enclosures for the lift-shaft, railings and any other means necessary to prevent and
protect against accidents pursuant to regulations in force, also during the Product assembling;
– disposal of materials remaining from assembling, including debris and waste, in compliance with
regulations in force, except packaging paperboard;
– supply and installation of any prescribed protection dividing rooms shared by different Elevators;
– supply and installation – in a proper place near the lift-shaft – of a suitable earth plate and the relevant
connections, in compliance with regulations in force and IEC regulations on the earthing of metal shafts
and the Metal shaft equipment;
– arrangement of a temporary lock for the access to the floors during the installation, in compliance
with safety regulations in force;
– any restoration works, painting of doorways, finishing and painting of rooms and spaces after the
heating of rooms during the installation.
9.6) The Customer is responsible for contacting – promptly and before the signing of the Contract –
the local fire brigade to know whether, based on the configuration and the use of the building where
the Metal shaft is to be installed, they believe that the whole metal shaft or specific parts of it are to be
previously compartmented to prevent fire or fireproof treatments or similar measures are to be taken.
If the aforesaid measures are necessary according to the fire brigade, the Customer shall immediately
inform ICM in writing before the signing of the Contract, since it is absolutely necessary for ICM to
assess the relevant higher charges and re-set the price. Should the Customer delay in informing ICM,
upon signing of the Contract the same shall be considered automatically terminated, unless the parties
agree on re-setting the price and the Contract performance timing, with the right for ICM to the refund
of expenses and compensation for damage.
10.1) The Customer shall send ICM a written confirmation that the Site is ready for the Metal shaft
installation and, more specifically, that law and regulatory provisions have been complied with and all
preliminary works completed according to the plans, by checking and stating that:
– the rooms to house the installation are completed according to ICM instructions, perfectly dry and
– accesses to the floors are ready or, in case of stairways, protections have been installed;
– all safety regulations have been complied with.
10.2) ICM or the third party appointed by the same shall begin the installation as soon as it is certain
– upon inspection – that the duties above aimed at ensuring the site safety and rapid installation have
been properly carried out.
10.3) During the Installation, the Customer shall make sure that no other firms working in the Site
hampers or slows up ICM in carrying out it or causes danger and/or damages to the people in charge of
the installation. Moreover, the Customer shall make sure that ICM is supplied with the supporting tools
necessary for the installation (e.g., the Site crane, etc.).
10.4) The Customer shall promptly inform ICM in writing – also during the installation stage – of any
reason preventing the activity continuation, e.g. unexpected needs of other firms working in the Site
that require the installation suspension. Similarly, it shall also inform ICM in writing of the possibility to
resume the works.
10.5) In case of interruption of the installation due to events not attributable to ICM, any terms
agreed for the Installation shall be postponed accordingly. In that case, ICM shall be entitled to claim, at
the end of the relationship, the repayment of the higher costs incurred for further travels, labour and
the increase of the price of installing firms, etc. as a consequence of the Installation interruption.
10.6) If the Site progress does not allow the assembling within 180 days from the delivery of the
Materials at the Site or the notice from ICM of being ready to immediately carry out the Installation, or
if the Installation is suspended for more than 180 days, again for events not ascribable to ICM, the latter
has the option, upon notice, not to execute the assembling and may reduce, for no more than 10% – the
Metal shaft price as agreed in the Order Confirmation, only delivering the Material at the Site (if not
done yet). In that case, the Customer shall pay the price agreed, even though the Order Confirmation
states that the full payment (or the payment of price instalments) is subject to the final completion of
the Metal shaft installation.
11) MATERIAL TRANSPORT – UNLOADING
If the transport of the Material to the Site or other place stated by the Customer is carried out by
ICM at its expense, the ICM Order Confirmation shall state that the proposal includes the transport and
the words “free delivery to your site”. This expression means that ICM shall take the Material to the Site
closest home lift usable for unloading (i.e. inside the Site) but the unloading and transfer in the Site up
to the works shall be exclusive responsibility of the Customer, at its own expenses.
12.1) ICM warrants that its Metal shafts are designed, manufactured and installed in compliance
with legal provisions and regulations on lifts and hoists in force on the date of entering into the
Contract, which shall be followed also by the Customer for works within its competence.
12.2) Without prejudice to the provisions under art. 8 above (payment terms), if the Contract
provides also for the Installation to be carried out by ICM (in addition to the delivery of the
Material), the Metal shaft shall be deemed to be finally delivered upon completion of the
installation of all essential components, including glasses (if applicable). In Contracts where for its
own organizational reasons the Customer, or the third party building the Elevator, asks ICM to
install the Metal shaft without door sides (as described above), the final delivery of the Metal
shafts shall be deemed to occur when ICM has installed all essential components excluding the
door sides, which ICM shall only deliver at the Site.
12.3) On the contrary, when the Contract does not provide for any Installation to be carried out
by ICM, the final delivery shall correspond to the delivery of the Materials at the Site.
12.4) Once the Metal shaft final delivery has been carried out as stated above, the Customer shall
concomitantly and properly check it and immediately inform ICM in writing of the result of its checks,
no later than 8 days of the delivery. Also when the Metal shaft Installation is to be carried out by ICM,
the Customer shall properly check the Material delivered by ICM at the Site (or the other place stated
by the Customer) upon delivery, and immediately inform ICM in writing (no later than 8 days of the
delivery) of the result of checks, specifying any issues found (e.g., with reference to packages,
quantities, numbers or external characteristics of Materials), also to allow ICM to carry out its own
checks and any replacements and/or measures as soon as possible. This shall be done with particular
diligence and timeliness when the installation does not begin concomitantly with and immediately after
the Materials delivery, also in the interest of the Customer since the same becomes the custody of the
Materials after their delivery at the Site.
12.5) The Customer cannot advance third parties’ conducts and/or inaction in justification of its
failure to check the Metal shaft and/or Materials, e.g. the fact that its own Customer could not
promptly (within the aforesaid term) carry out its own checks of manufactured articles, since the Metal
shaft and the Materials are always deemed to have been delivered by ICM to the Customer, even if
they are to be used for third parties’ real estate.
12.6) If the shipment and delivery of the Materials cannot be carried out on the date agreed for
reasons not ascribable to ICM, the delivery shall be deemed to have been carried out to all intents and
purposes with the “goods ready” notice sent by ICM. This is because ICM cannot – once the production
is finished – keep the Materials, also for space reasons. In that case, the Materials shall be taken and
deposited by ICM at a carrier to be chosen by the Customer within 3 days of the “goods ready” notice
or, failing this indication by the term, directly chosen by ICM. The Customer shall pay for the deposit
and any higher transport costs incurred by ICM compared to the original plan.
13) FORCE MAJEURE
Either party may suspend the performance of its contractual obligations if such performance is
impossible or unreasonably onerous due to an impediment beyond its control such as strike (also a
company’s one), boycott, lockout, occupation, fire, war, civil war, riots, acts of God, requisitions,
embargoes, black-outs, delay in the delivery of components or raw materials, etc.; in that case, the
interested Party shall have the right – upon notice to the other – to a postponement of the Contract
execution terms equal to the suspension.
If the suspension due to force majeure lasts for more than 180 days, either party shall have the right to
terminate this contract upon written notice to the other party, without prejudice to the ICM right to be
paid for the performances carried out until the suspension.
14) THIRD PARTIES ACTING ON BEHALF OR IN THE INTEREST OF THE CUSTOMER
14.1) Taking into account the nature of the contract and the actual performance of the same in the
executive-operational stage, the Customer shall be fully responsible to ICM for the actions of the
aforesaid third parties for the purpose of the Contract performance, even if said third parties actually
acted without any formal assignment by the Customer made known to ICM but only in the interest,
even indirect, and/or on behalf of the Customer. This is the case, for example, of the sending of the
Elevator Project, the approval of ICM Metal shaft Projects, the request for modifications, directions
and/or documents related to the Site, the Material taking-over at the Site, the testing of the Metal
shaft, etc., when these actions are carried out by third parties and/or a design office and/or a Site
Manager and/or Works Supervisor appointed or related to the Customer, or appointed by a main
Customer whit which the Customer has an autonomous contractual relationship.
14.2) The Customer is responsible for informing ICM in writing, upon signing the Contract or during
the contractual relationship, of the explicit prohibition to work with and relate to the aforesaid or
equivalent subjects, in the performance stage (e.g. the Customer shall prevent ICM from following any
instructions and/or taking orders from a specific design firm and/or Site Manager). Failing these specific
instructions, directions and orders from the third parties above shall be valid and effective as if they
were from the Customer.
15) PROTECTION OF PERSONAL DATA
15.1) Data supplied for the purpose of this contract are filed and processed by ICM (as the controller
of the data processing) on paper and computer databases created for statistical purposes, in full
compliance of Law 675/1996 on personal data protection. To that end, pursuant to art. 11 of the
aforesaid law the signing of this contract shall constitute agreement of the interested party, which, at
the same time, states to acknowledge its rights which the same has been informed of pursuant to
articles 10 and 13 of the same law.
15.2) The Customer shall obtain the same agreement, if necessary, from the Metal shaft final users
with which ICM has not any contractual relationship, with reference to data supplied by the Customer
to ICM (such as,. address and/or personal data of the Metal shaft final user/s), indemnifying and holding
harmless ICM from any claims of said third parties related to privacy.
16) HIERARCHY OF SOURCES – APPLICABLE LAW – JURISDICTION
16.1) The Contract shall be regulated by these General Contract Conditions, the provisions of the
ICM Order Confirmation, the annexes thereof and the aforesaid contract documents.
16.2) In any case, these General Contract Conditions cannot be derogated from without explicit
consent by ICM. Any such derogation shall be limited to what agreed for that purpose, without
prejudice to all the other contract conditions not explicitly derogated from in writing.
16.3) Any dispute deriving from the interpretation and performance of these General Contract
Conditions and, in any case, from the Contract shall be exclusively referred to the Court of Trento.