GENERAL TERMS OF SALE 

1. GENERAL INFORMATION 

1.1 The General Terms of Sale (hereafter GTS) below apply to all orders for Products of the “Sportech”,  “Parts” and “Electronics” Divisions, received by ATHENA directly or through its e-commerce www.athena.eu and form an integral part of each order. In the event of conflict between the terms and conditions contained in these GTS and those in other written agreements between the parties, the latter will prevail.

1.2 ATHENA will not be bound by the Client's general terms of purchase (hereafter GTP), even if these are referred to or contained in the orders or in any other document received from the Client, in the absence of prior written consent from ATHENA. The GTP will not be binding on ATHENA, even if tacit consent is inferred. Any changes to these Terms or any special conditions must be expressly agreed in writing. ATHENA reserves the right to add to, modify or cancel any part of these Terms of Sale.

2. ORDERS

2.1 Orders acquired by our sales dept are subject to approval by ATHENA. This is automatic by default. If there are any anomalies and/or requests to modify the order, these will be communicated to the sender within 48 hours of receiving the order.

2.2 Orders that have been accepted by ATHENA may not be cancelled by the Client without written agreement from ATHENA. Orders must comply with the sales agreements reached with the sales department.

2.3 ATHENA reserves the right to refuse orders of an amount less than €50 excluding VAT.

3. TRANSPORTATION

3.1 Unless otherwise agreed between the parties, the goods travel at the Client’s risk. Clients, in their own interests, should check on receipt that the cartons are undamaged and the quantities are correct, before accepting the shipment. Any complaints must be taken up directly with the courier at time of delivery.

4. DELIVERY 

4.1 Unless otherwise agreed between the parties, the goods are shipped ex works at our factory in Alonte (VI) (Incoterms). On request, ATHENA will organise the transportation of products at the risk, cost and expense of the Client.

4.2 The delivery terms are purely indicative and have no contractual value.

5. PRICES 

5.1 All prices indicated are NET OF VAT.

5.2 ATHENA reserves the unquestionable right to alter the published pricelist at any time.

6. COMPLAINTS AND RETURNS 

6.1 Any complaints must be made to ATHENA in writing within 8 days from receipt of goods, except in the case of hidden defects, in which case the indications in par.10.3 should be followed.

6.2 The return of goods must be authorised in advance by ATHENA. The procedure indicated on https://www.athena.eu  should be followed.

6.3 Authorised returns should be sent to the ATHENA warehouse, with freight prepaid, accompanied by the delivery note and the respective purchase details. The goods will be refunded at the purchase price value.

6.4 For Italian market only - Any returns for incorrect orders may be recognised at ATHENA’s sole discretion and, in any case, only if requested within the year in which the products were purchased.
For returns of goods due to the Client's incorrect orders and whose value does not exceed EUR 50,00 (net of VAT, if applicable), a retention of 30% of the value of the returned goods will be applied on the credit note. For returns of goods due to the Client's incorrect orders and whose value does exceed EUR 50,00 (net of VAT, if applicable), a retention of 15% of the value of the returned goods will be applied on the credit note, with a minimum of EUR 15,00. This clause 6.4. does not apply to GET branded products.

7. PAYMENTS 

7.1 Payments must be made to ATHENA at the agreed date and in the agreed sum.

7.2 Any delay in paying invoices beyond the agreed terms will immediately give rise to the accrual of interest, with consequent suspension of shipments and/or termination of sales.

7.3 Any suspensions of product deliveries or terminations of sales do not give the Client any right to claim damages.

7.4 Under no circumstances may any complaints regarding products and/or deliveries justify the suspension of or delay in payment.

8. TRANSFER OF OWNERSHIP 

8.1 The transfer of ownership of the Products to the Client will occur exclusively following full payment of the Products.

9. FORECASTS

9.1 The parties recognise that the Client may, from time to time, send to ATHENA forecasts of volumes, or pre-notifications concerning one or more purchase orders to be issued later to the Client.

9.2 These documents are not intended to guarantee that a certain quantity of articles will be purchased by the Client; rather, they will be effective only as forecasts and will be replaced in their entirety by way of the issuance of one or more adequate Purchase Orders; similarly, these documents do not involve the onset of any obligation for ATHENA (even of pre-contractual nature) in relation to the Client.

10. GUARANTEE 

10.1 Unless otherwise stated, ATHENA guarantees that the Products are free from defect of workmanship and materials for a period equal to that indicated in Annex A to these GCS. The guarantee period runs from delivery of the Products to Client.  The updated version of Annex A to these GCS can always be viewed on the website www.athena.eu  in the B2B personal area at "B2B Terms and conditions".

10.2 The guarantee is not valid for products whose defects are due to (i) damage caused during transportation; (ii) careless or improper use; (iii) disregard of instructions from ATHENA regarding the functioning, maintenance and storage of products; (iv) repairs or modifications carried out by the Client or by third parties without prior written authorisation from ATHENA.

10.3 Providing that the Client’s complaint is covered by the guarantee and notified within the terms of this article, ATHENA undertakes, at its discretion, to replace or repair each product or parts of product having defects or deformities.
The Client must advise ATHENA in writing of the presence of defects or deformities within 8 days  from delivery of the products for obvious defects or deformities, or within 30 days of discovery in the case of hidden defects or deformities not obvious to a normally observant person, and in any case within 6 months of purchase.
Contested products should be sent immediately to ATHENA, or to any other destination specified on each occasion by the latter, with costs and expenses paid by the Client unless otherwise agreed by the parties, so that ATHENA can carry out the necessary checks. The guarantee does not cover damages and/or defects of products deriving from anomalies caused by, or connected with, parts assembled/added directly by the Client or by the end user.

10.4 Without prejudice and subject to the case of wilful misconduct or gross negligence, ATHENA will not be liable for any damage deriving from and/or connected to Product defects, such as damages to persons or things. In any case, ATHENA will not be held liable for indirect or consequential damages of any nature such as, by way of example, losses deriving from the inactivity of the Client or loss of earnings.

10.5 For refurbished/used Products, ATHENA recognises the legal guarantee of conformity for those defects that occur within 12 months from the date of delivery of the Product. A refurbished/used Products is a product: a) used in field tests, sales displays or demonstrations; b) used by a customer and returned perfectly intact; c) repaired by an authorized service center; d) that it has exclusively aesthetic defects; e) whose original packaging is damaged. For refurbished/use “Race Use Only” Products, ATHENA does not recognise any guarantee.

11. RACE USE ONLY PRODUCTS

11.1 The sale of “Race Use only” Products shall be governed exclusively by the provisions set out below.

11.2 The “Race Use only” Products are designed and manufactured for competitive-sporting use.  Therefore, the “Race Use only” Products shall not be used on public roads. ATHENA shall not have any liability whatsoever in connection with the use of the “Race Use only” Products in violation of such limits and/or in connection with the normal wear and tear and/or for problems linked to the presence of noise, vibrations, seizures or harsh riding characteristics of such products, nor shall any “Product liability” apply in such cases. Any alteration of or tampering with the “Race Use only” Products may endanger their safety.

11.3 “Race Use only” Products shall be installed by highly qualified and competent professionals. The “Race Use only” Products shall be submitted to periodical maintenance. Detailed instructions for both installation and maintenance of such products are given by ATHENA.

11.4 ATHENA shall not have any liability whatsoever in connection with Client’s failure to comply with the instructions given by ATHENA and/or in connection with their inappropriate and/or incorrect installation on vehicles and/or with the lack of or incorrect maintenance of such Products, nor shall any “Product liability” apply in such cases.

11.5 Clients acknowledge and accept that due to the particular operative and environmental conditions under which the “Race Use only” Products operate during competitions, such Products may be subject to use under extreme conditions, which may exceed the project limits and control as set by ATHENA. ATHENA shall not have any liability whatsoever in connection with the use of the “Race Use only” Products under extreme conditions during the competitions, nor shall any “Product liability” apply in such case.

11.6 Therefore “Race Use only” Products are excluded from any form of guarantee, except in clear cases of defectiveness. Only after the ATHENA Quality Department has ascertained the defect, the single component found to be defective will be replaced. 

12. LIMITATIONS OF LIABILITY

12.1 The catalogues, price lists, leaflets or other promotional material of ATHENA constitute a mere indication of the type and prices of the Products and the indications contained therein are not binding for Athena. Athena does not accept any liability for errors or omissions contained in its price lists or in the promotional material.

12.2 The obligations assumed by ATHENA in the circumstances and terms established in these General Terms of Sale fully encompass and replace the guarantees and responsibilities provided by law. The Client expressly waives the right of recourse against ATHENA for defects and/or faults not expressly recognized by these GCS

12.3 Any liability of ATHENA for damages of any nature and type, direct or indirect, for any reason originated by the Products supplied and/or by their resale (by way of example but without limitation, damages compensation, loss of earnings, recall, etc.) is expressly excluded, subject to the case of wilful misconduct or gross negligence. In any case, Athena's liability with regard to any claim, relating or consequent to this Contract, is limited to the maximum sum of the price of the supply rendered to the Client, excluding the compensability of any further damage.

12.4 ATHENA has an insurance policy for Civil and Product Liability, whose certificate is available upon request. Subject to the provisions of mandatory rules of law on liability towards third party injured parties and the Authorities, ATHENA is not liable for costs, expenses and/or damages that the Client incurs in relation to any claims of third parties due to the defectiveness of the Products relating to the lack of reliability and safety of the same and/or lack of their conformity with the law.

12.5 If the Client receives disputes, reports or claims for damages compensation from third parties due to death, injuries or material damages whose cause is assumed to be identified in the Products supplied by ATHENA, the Client must immediately notify ATHENA of the same.

12.6 In any case, the Client's entitlement to compensation for damages will be limited to a maximum sum equal to the value of the Products that present defects or deformities.

13. CONFIDENTIALITY AND PROTECTION OF INTELLECTUAL AND INDUSTRIAL PROPERTY.

13.1 The Client undertakes to maintain the strictest confidentiality as regards the use of all documents provided by ATHENA, subject to the use exclusively provided for the fulfilment of the purchase orders in implementation of the respective legal obligations and not to use them or allow them to be used for any other purpose.

13.2 The Client is aware of the intellectual and industrial property rights of ATHENA and of third parties represented by ATHENA and their protection in accordance with the rules on copyright and/or registered property, such as designs and/or trademarks and/or distinctive signs and/or images in Italy and abroad and/or that are in any case subject to exclusive rights held by ATHENA or third party principals of ATHENA, such that their unauthorised reproduction is prohibited by virtue of civil and criminal legislation.

13.3 The Client undertakes to refrain from disclosing, for any reason, to anyone and disseminating in any way the designs and/or trademarks and/or distinctive signs and/or images of ATHENA or third party principals of ATHENA, as well as any information relating to the same, also but not only relating to their businesses, commercial activity, operating methods and interests in general, of which it has in any way learned.

13.4 The Client also undertakes to refrain from assuming, in any way, directly or indirectly, initiatives to register Signs or in any case trademarks or designs, and from registering initiatives of any type of designs and/or trademarks and/or distinctive signs and/or images and texts included within the industrial and intellectual property rights of ATHENA or third party principles of ATHENA, or promotionally associated with the same and in any case to refrain from developing websites on the internet which, due to their structure, from a graphical and/or chromatic and/or operational and/or functional perspective, may engender the belief that those websites are related to ATHENA or to principals of ATHENA, or in any case authorised by them.
13.5 The Client also undertakes to refrain from registering, for any purpose, even non-commercial, domain names, with any extension or suffix, relating to ATHENA or to third party principals of ATHENA, reproducing designs and/or trademarks and/or distinctive signs and/or images, claims, words, slogans and texts and, in any case, subject to the industrial and intellectual property rights of the Seller or of third party principals of ATHENA, or promotionally associated with them.

13.6 The Client undertakes, finally, to keep confidential the content of correspondence relating to the commercial relationship with ATHENA and/or its implementation as well as all information of technical, economic, financial and/or other nature connected to the commercial relationships with ATHENA, in any form in which it is contained or from any medium it is obtained, including but without limitation Signs, designs, videos, programmes, applications, software, intellectual property works, intangible rights and any other data or material of any nature, irrespective of whether or not it is marked or indicated as confidential or private property.

13.7 The Client guarantees to ATHENA that, if the supply includes Products or goods created based upon designs, models or samples delivered by the Client itself, the manufacture and supply of the same do not violate any existing industrial property right of third parties. If, despite this, rights of third parties are violated, the Client is required to hold harmless and keep indemnified ATHENA from anything claimed from the latter, even by way of damages compensation, by third parties. If, with reference to industrial property rights, a third party prohibits ATHENA from producing and selling Products manufactured according to designs, models or samples provided by the Client, ATHENA will be entitled to stop the manufacture and supply of those Products and to ask the Client to refund all expenses incurred, therein including those relating to the manufacture, sale and production shutdown, as well as damages compensation.

14. NO LICENCE 

14.1 The performances provided by the Client in accordance with these General Terms of Sale do not determine any transfer of the intellectual and industrial property rights of ATHENA, and do not constitute a licence and/or authorisation granted by ATHENA to the Client to use patents, know-how, trademarks, service marks or any other intellectual property of ATHENA or third parties represented by ATHENA.

15 RESTRICTIONS 

15.1 If one or more catalogue products distributed by ATHENA and resold by the Client are subject to marketing restrictions and/or additional requirements to access their resale programme through the signature of third party Contracts (by way of example and without limitation, Selective Distribution Agreements), the Client also undertakes to honour the contents of the latter, together with all those described in these GTS.

15.2 Any violation of one or more clauses indicated in any third party agreements to these GTS will entitle ATHENA to assess at its sole discretion the variation of the agreed sale terms.

15.3 In the event the distribution/business relationship between ATHENA and the Manufacturer of one or more catalogue products should – for any reason- cease, ATHENA shall have the right to cancel and/or modify any Order still in progress containing such products. In this case, ATHENA will not be required to pay any penalty, indemnity or compensation to the Client.

16. EXPRESS TERMINATION CLAUSE 

16.1 ATHENA is entitled to terminate the contractual relationship deriving from these General Terms of Sale and from each individual Order, by way of written communication to the Client by recorded delivery letter with notice of receipt in the following cases:

a) the Client fails to pay the sums due contractually within 15 days from sending the formal notice to fulfil;

b) the Client refuses or omits to take delivery of the Products offered in conformity with the contractual agreements;

c) the Client does not order the agreed minimum quantity of products;

d) the Client is subjected to judicial or extrajudicial insolvency proceedings;

e) the Client undergoes a significant change to its corporate, ownership or management structure;

f) if the Client does not respect the restriction agreements provided by point no. 15;

17. CAUSE OF FORCE MAJEURE.

17.1 ATHENA has the right to suspend the execution of its contractual obligations when that execution is made impossible or unreasonably onerous by an unforeseeable impediment beyond its will, such as strike, boycott, lockout, fire, war (declared or otherwise), civil war, uprisings and revolutions, requisitions, embargo, power cut, cyberattacks, delays in delivery of components or raw materials, loss of an essential sub-supplier or subcontractor that cannot be easily replaced, or by any other event, which causes the total or partial interruption of the activity of ATHENA or its suppliers.

17.2 If ATHENA wishes to invoke this clause it must communicate promptly in writing to the Client the occurrence and cessation of the circumstance of force majeure. If the aforementioned circumstances or other similar circumstances delay the fulfilment by ATHENA beyond a reasonable time, ATHENA and the Client will agree an extension of no less than 6 weeks, at the end of which the Purchaser, where the execution of the Order has not yet occurred, may withdraw from the Order, excluding any entitlement to compensation or indemnities.

18. CONTRACT VALIDITY - WITHDRAWAL.

18.1 Each of the provisions contained in this contract is autonomous and separate from the others, meaning if one of the aforementioned provisions becomes invalid, ineffective or inapplicable, the validity and effectiveness of the other terms will not be prejudiced.

18.2 Any changes and/or additions must be agreed between the Parties and implemented in writing, under penalty of invalidity.

18.3 Each Party may withdraw from this contract at any time, by written communication to be sent to the other Party by recorded delivery letter with notice of receipt or by fax, with a prior notice period of 60 days. During the prior notice period, the contractual obligations of each of the Parties will remain in place. In the event of withdrawal by ATHENA, the latter will not be required to pay any penalty, indemnity or compensation to the Client.

19. ASSIGNMENT OF CONTRACT.

19.1 The Client may not assign its position in the contract or in the individual mandatory relationships deriving from it in the absence of written acceptance from ATHENA. If authorised to do so, the Client in any case remains liable with the assignee for the assigned obligations.

20. APPLICABLE LAW AND COURT WITH JURISDICTION 

20.1 All Contracts and Orders regulated by these General Terms of Sale are regulated by Italian law.

20.2 The Parties indicate as having exclusive jurisdiction over any dispute deriving from these GTS or in relation to the same the Court of Vicenza.

21. CODE OF ETHICS

21.1 The Client hereby declares to be aware that ATHENA has adopted its own Code of Ethics, as a document that defines the set of values of its business ethics. The Code of Ethics can be consulted on www.athena.eu.

21.2 With reference to the above:

a) the Client expressly declares to having viewed the Code of Ethics and undertakes to comply with the principles contained therein;

b) in case of violation of the aforementioned commitment, ATHENA will have the right to terminate the contract and/or the order, pursuant to art. 1456 of the Italian Civil Code, without prejudice, in any case, to compensation for damages suffered.

Date: 17 March 2022