General terms and conditions of sale
These general terms and conditions of sale are binding and form an integral part of the offer, covering the offer and the service in its entirety, including the provision of accessories, proposals and consulting. Terms and conditions that differ from these are permitted only and exclusively if specifically agreed and defined by the Parties.
The present General Conditions of Sale, together with the technical specifications of the product, HUBO Automation written acceptance (Order Confirmation) and the sales contract, constitute the contractual apparatus that regulates the supply relationship between Hubo Automation and the Buyer.
HUBO Automation sells mechanical, mechatronic and electronic machines, Cartesian and anthropomorphic robots, special systems for automation in general, mechanical, electrical and electronic spare parts, maintenance materials for automatic and non-automatic mechanical systems, software, mechanical assistance, on-site or remote technical assistance, training courses.
- The expression “Offer” means the sales proposal issued by HUBO Automation and accepted by the customer/user at the present general conditions and other particular conditions.
- The expression “HUBO Automation HQ” means Italy, Civate (Province of Lecco), 1, via Dell’Industrie.
- The expression “Place where improvements or repairs are to be carried out” means a clearly defined location where the equipment and/or system is positioned.
- The expression “Customer/User” means the subject (natural or legal person, association or body) that purchases the goods indicated in the offer and/or the right to the service agreed upon therein, in order to be directly used or resold.
I. Offer – Object of the contract
The technical documentation, which forms part of an offer, is only valid as an indication, unless it is expressly stated to be binding. HUBO Automation reserves the right of ownership and copyright on cost estimates, drawings and other documents, which may not be disclosed to third parties without explicit written approval. HUBO Automation commits itself not to disclose to third parties drawings which the customer and/or user has declared confidential. Such documents may only be disclosed with the approval of the customer and/or user. The customer and/or user expressly renounces all claims for damages in connection with the unsuitability of the design studies. The client and/or user may only refuse to pay for the designs and may not make any claims for errors contained therein. This limitation of liability was taken into account in determining the remuneration of the contract to which these General Terms and Conditions refer.
PROPERTY RIGHTS – OBLIGATION OF CONFIDENTIALITY
Hubo Automation warns the Buyer that the goods covered by this contract may be the subject of a patent, trademark, copyright or other industrial property right owned by Hubo Automation or a third party.
Any industrial or intellectual property rights relating to the goods covered by this contract shall remain the exclusive property of Hubo Automation, irrespective of any existing claims and until they are resolved, and may not be used or transferred to third parties without the written permission of Hubo Automation.
Designs, drawings, assembly instructions, plates, etc. are the exclusive property of Hubo Automation irrespective of the Buyer’s share in the production costs or any copyright claims that the Buyer may have.
The Buyer is obliged to keep confidential all information and documents of a technical nature received from Hubo Automation and in any case learned in the performance of the Contract. This obligation shall remain with the Buyer for a period of three years from the date of the last delivery to the Buyer.
II. Transfer of ownership and risks; Shipment
- The ownership of the goods which are the object of this contract and the consequent risks are transferred to the Customer and/or User with the delivery of the goods to the carrier; this also applies to partial deliveries which are implicitly authorised by the Buyer, or at the moment of their installation or assembly in the places indicated by the Customer and/or User, if HUBO Automation takes charge of these services too. At the request of the Customer and/or User, and at their own expense, HUBO Automation shall insure the shipment against damage due to breakage, transport, fire and water. The delivery of the purchased products shall take place at the address indicated by the Customer itself in their purchase order.
- If the supply or delivery is delayed due to circumstances that are not imputable to HUBO Automation, the risk is transferred to the Customer and/or User from the notification date of the preparation of the goods; in this case HUBO Automation, at the request and expense of the Buyer, is obliged to provide the insurance cover that the Customer and/or User requires.
III. Delivery times; Delays and acceptance
- The Order Confirmation issued by HUBO Automation is binding between the parties, and the delivery term is that indicated in the Order Confirmation. The terms agreed upon are only binding if all the details of the order have been promptly defined and all the obligations pertaining to the Customer and/or User have been fulfilled (such as, by way of example but not limited to: the delivery of the documentation, drawings, projects or the presentation of the acquisition of the necessary authorisations by the competent Authorities; the opening of a credit line or a down payment). Any delay on the part of the Client and/or User in fulfilling these obligations shall be considered by HUBO Automation as a period of deferment which shall postpone all the delivery terms as set out in the Order Confirmation. In this hypothesis, the Customer and/or User hereby commits not to raise any exceptions of non-fulfilment and expressly waives the application of any agreed penalties. The Customer and/or User also agrees to relieve and maintain HUBO Automation free from any responsibility for any delays due to force majeure or other events beyond its control, non-delivery of material by sub-suppliers, work restrictions, delays or obstacles to shipment. In the event that HUBO Automation is not in a position to fulfil its obligations on time due to the occurrence of unforeseen circumstances involving HUBO Automation itself or its vendors or sub-contractors which cannot be countered by HUBO Automation despite the implementation of the necessary due diligence (e.g. wars, insurrections, health emergencies, natural disasters, accidents, work stoppages, strikes, delays in the supply of raw materials or essential semi-finished products, lockouts), the deadline shall be extended by a period equivalent to the cessation of the hindrance plus another reasonable period of time. Direct or indirect damages caused by failure to comply with delivery deadlines shall not be recognised under any circumstances. In such a case, the Customer and/or User shall not apply any penalties that may have been agreed for delays in deliveries, and HUBO Automation shall not be called upon to pay compensation for alleged damages directly or indirectly attributable to the delay in delivery. If, as a consequence of the above-mentioned impediment, HUBO Automation is unable to perform its contractual obligations, it shall be entitled to withdraw from the contract without any charge. The above-mentioned conditions are not imputable to HUBO Automation, even if the delay has already occurred.
- If the dispatch is delayed at the request of the Customer and/or User or for reasons attributable to them, starting from one month after the notice of readiness for dispatch they shall be charged with the storage costs for the first 30 calendar days, calculated here at a flat rate of 5 (five) % per annum of the sale price of the goods. For the storage days following the first 30 days as mentioned above, HUBO Automation shall have the right to dispose of the object of supply differently and to carry out the supply at a later date, adjusting the price and the delivery date. HUBO Automation shall have the right to charge the Customer and/or User for the cost resulting from the late delivery at the rate of 12 (twelve) % per year calculated on the amount of the order. HUBO Automation shall not be called upon to pay compensation for any presumed damage or defects of the goods stored in its warehouses as a result of a request by the Customer and/or User for delayed delivery of more than 30 days.
- In the event of a request for cancellation of the contract, projects, materials or performance of services, resulting from changes made independently by the Customer and/or User to the conditions set out in the Order Confirmation, HUBO Automation shall have the right not to accept the cancellation of the order, including the right to obtain compensation for damages incurred or that could be encountered.
- In the event that HUBO Automation decides to accept the cancellation of the order, the following expenses shall in any case be charged to the Customer and/or User as compensation: if the cancellation request is sent within one month from the date of the order, the Customer and/or User shall pay 40% of the price of the supply and if the cancellation request is sent within three months from the date of the order, the Customer and/or User shall pay up to 70% of the supply. Orders for “Special Machines” cannot be cancelled after acceptance except by HUBO Automation itself. “Special Machines” means products which have a limited market or which are characterised by technical specifications for certain applications. HUBO Automation shall have the right to determine, at its sole discretion, whether machinery is to be considered “special”. The goods shall be accepted even if they present non-essential defects, without affecting the rights under Art. IV.
- The Customer and/or User agrees to inspect the goods immediately upon delivery and to notify HUBO Automation in writing of any non-conformities or defects within eight days from the delivery date. The Customer and/or User acknowledges that the failure to send a complaint within the aforementioned period and the use of the goods constitutes an act of acceptance of the goods.
- HUBO Automation offers a 12-month guarantee (for multi-shift operation within 6 months) on the machines starting from the date of delivery or testing, if applicable, and commits itself to repair or replace, free of charge and carriage paid, on the basis of its sole judgement, any parts which present faults due to production or poor quality. Such defects must be reported in writing by registered letter with return receipt or by certified e-mail within the time period specified in the art. 1495 of the Civil Code, under penalty of forfeiture of the right. Labour and transport costs, as well as travel and on-site inspection costs shall then be borne by the Customer and/or the User, calculated on the basis of the price lists in force at the time of the service. Replaced parts become property of HUBO Automation. This warranty does not cover parts subjected to normal wear and tear, such as wheels, belts, insulating materials, seals and any other components universally recognised as such. Repairs carried out under guarantee do not interrupt the guarantee period.
- The Customer’s and/or User’s right to make claims arising from defects expires 6 months after the date of the timely complaint and in any case on the expiry date of the warranty period if this is earlier. Further claims arising from defects are also excluded; in particular for contractual and/or non-contractual claims about compensation for direct or indirect damages that have not occurred on the delivery item itself. This guarantee exclusion does not apply in cases of intent or gross negligence on the part of HUBO Automation, but in any case, within the limits of the Product Liability Act. This exclusion also does not apply in the case of a lack of guaranteed characteristics, if the guarantee was expressly intended to protect the Customer and/or User against damage.
- No modifications may be made to the delivered machines or systems without the full agreement of HUBO Automation. Otherwise, HUBO Automation is released from all consequences and liability. Any subsequent liability for direct or indirect damage is excluded and this guarantee cannot be invoked in the event of faults, interruptions etc. resulting from non-conformity with the operating and maintenance instructions provided by HUBO Automation. By way of example, no guarantee is given for damage resulting from the following reasons: improper or incorrect use, defective assembly, installation and commissioning by the Customer and/or User or third parties, use by untrained and uninformed personnel, natural wear and tear, incorrect or neglected use and in particular excessive stress, use of unsuitable operating equipment, use of replacement materials without prior consultation with HUBO Automation or non-original parts, defective civil engineering, unsuitable foundations, chemical, electro-chemical or electrical influences, provided that these reasons are not attributable to HUBO Automation.
- The replacement costs shall be borne by HUBO Automation in a reasonable proportion to the materials to be replaced and/or the improvement work to be carried out; excess costs shall be borne by the Customer and/or User. Transport costs shall be borne by the Customer and/or User. If the place where the improvements or repairs are to be carried out is not located at HUBO Automation’s place of business, the costs of labour and transport as well as travel and inspection on site shall be borne in full by the Customer and/or User.
- The prices are intended ex works, excluding packaging, transport, insurance and other additional costs.
- The payment of the amount of the single invoices must be made within 30 days from the invoice date or within the deadline agreed between the parties and indicated on the order confirmation, without any deferment whatsoever, to the domicile of HUBO Automation.
- All bank charges relating to the agreed payment conditions shall always and exclusively be the responsibility of the Customer and/or User. Any different methods and bank charges must be agreed and authorised in writing by HUBO Automation. Failing this, HUBO Automation shall be entitled to charge the customer and/or user for any bank fees incurred.
- In the event of failure to comply with the payment deadlines, interest shall be charged annually at the official discount rate applicable at the time increased by 4 (four) percentage points, unless a higher damage can be proved. Interest shall be charged as a consequence of mere delay without formal notice.
- In the event of delayed payment or if the credit is compromised as a result of a worsening of the reliability of the Customer and/or User, HUBO Automation has the right to demand immediate payment of its credits regardless of the actual due date and the guarantee release, in default of which the right of HUBO Automation to withdraw from the contract is in any case unaffected. If payment by instalments has been agreed, the delay in payment, even of just one instalment, cancels the right to any discount or facilitation and renders the entire sum immediately due.
- In any case, non-payment and/or delayed payment of the invoice, authorises HUBO Automation to suspend the supply of the agreed service, including remote assistance, without any damages for the same. Furthermore, HUBO Automation has the right to exercise any other reparatory measure permitted by law and to offset credits and debts without limitation.
PROPERTY RIGHTS – NON-PAYMENT
The goods are sold with an express reservation of ownership in favour of Hubo Automation (arts. 1523 – 1526 Civil Code). The goods sold therefore remain the property of Hubo Automation until full payment of the agreed price and ancillary costs.
Hubo Automation may register the goods or services sold in the appropriate registers at the competent court at the expense of Hubo Automation.
The contracting parties agree that non-payment or delay of even one instalment, seizure or requisition of the machine at a place other than the place of delivery of the same, as well as the non-observance, even partial, of the agreements made herein, are considered as “important facts” according to art. 1455 of the Civil Code.
In the event of non-fulfilment of the contractual conditions on the part of the Buyer, Hubo Automation may terminate the contract by returning the amount received, subject to compensation for the damage suffered.
Prior to any seizure or requisition, the Buyer is obliged to inform the bailiff of the fact that there is a retention of title, agreed upon herein, and to inform Hubo Automation of these facts within 24 hours. The Buyer is not permitted to transfer the machine elsewhere.
VI. Taxes and duties
- Unless otherwise stated, prices are exclusive of taxes and duties of any kind.
- The Customer and/or User shall only be responsible for the completion of the tax return and the payment of any taxes and duties, including those applicable for the export of the products sold. The Customer and/or User agrees to indemnify and hold HUBO Automation harmless from any other taxes or duties applicable to the purchase order. Taxes which should also apply after the sale, rental or use of the products shall be paid exclusively by the Customer and/or the User or, alternatively, the latter shall send HUBO Automation a declaration of exemption, as required by the competent tax authority, stating that the sale, rental or use is not subject to any kind of taxation.
- If HUBO Automation carries out the installation, it will send specialised personnel or an authorised workshop and the Customer and/or User will provide the equipment (including unloading and positioning, lifting equipment, etc.) if this is not provided by HUBO Automation.
- The specialised personnel or the authorised workshop shall be sent when the Customer and/or the User announces that everything necessary (including foundations) is ready to start the assembly operations. The time during which the authorised specialised personnel or workshop is absent from the offices of HUBO Automation shall be charged to the Client and/or User. At the request of the Customer and/or User, the specialised personnel or the authorised workshop shall be allowed to work overtime on public holidays and working days in excess of the normal 8 hours, in accordance with the statutory overtime rates. Suspended working time due to circumstances beyond the control of HUBO Automation shall be calculated at the expense of the Client and/or the User, even if the cost of installation is charged at a flat rate. The installation shall be considered complete even if the Customer and/or the User, due to unforeseen circumstances, are not able to carry out tests (due to lack of supply components, supports, frames, electricity, compressed air or other causes).
VIII. Site access; Preparation; Worker safety; Compliance
- In connection with the services provided by HUBO Automation, the Buyer and/or User agrees to enable timely and easy access to the equipment. The Buyer shall take responsibility for the protection of its data and shall make appropriate backups in order to protect the data from potential loss, damage or destruction prior to the provision of the service.
- The Buyer shall ensure that all necessary measures are taken for the safety and security of working conditions, sites and installations during the performance of the services. The Buyer shall be responsible for any waste created, including hazardous waste, which it shall dispose of at its own expense. The Buyer shall, at its own expense, provide employees and HUBO Automation’s contractors working on the Buyer’s premises with all information and training required by applicable safety regulations and policies.
- If the equipment to be repaired is located in an unsafe environment, the Buyer shall move it to an environment where the safety of HUBO Automation’s service technician will be assured and where the conditions will not interfere with its ability to perform the service work.
- If the service by the HUBO Automation field technician has to be interrupted due to non-compliance of the safety conditions and a possible subsequent visit is required to complete the work, the associated costs shall remain the responsibility of the Buyer.
- In the event that it is necessary for the HUBO Automation’s technician to attend a safety course, the Buyer shall pay HUBO Automation the cost due on the basis of the normal hourly rates, less the cost of the training.
- The test shall be carried out by HUBO Automation at the premises of the Customer and/or User, who shall inform HUBO Automation of the test date at least two weeks in advance; by this date, the Customer and/or User shall submit to HUBO Automation the optimal test conditions and provide the products necessary for the test operations.
- If the Customer and/or User requests a test, they shall not be entitled to delay payment until the test has taken place.
In any event, testing shall be carried out within two months of delivery; failing this, the supply shall be considered administratively completed as the provision of the service is complete and payment is due.
- In the hypothesis that the supply by HUBO Automation is a part of a system that includes parts supplied by third parties, in the case of failure to complete or partial completion of the works pertaining to them and in any case for causes that cannot be attributed to HUBO Automation, the provisions of point 2 in the second paragraph of this article shall apply.
- The Client and/or the User commits themselves to making available to HUBO Automation suitable supports or frames that maintain over time the morphology adequate to the operations carried out by the automatic and/or robotized systems. Nothing can be charged to HUBO Automation in the case of deformations or inadequate positioning of the same, nor can it be a reason for termination of the supply contract.
- Once the goods have been delivered to the Buyer’s premises and assembly has taken place, a copy of the “end of assembly report” shall be compiled and delivered to the Buyer. This report, if signed by the Buyer, shall be valid as immediate approval of the testing itself and shall signify that the goods have been completed in all their parts, are perfectly functional as a whole and, as such, acknowledged and accepted by the Buyer. The final assembly report shall also be valid as approval for testing, even if not signed by the Buyer, if not contested by registered letter with acknowledgement of receipt or certified email to Hubo Automation within 15 days from the issue date.
- Irrespective of the provisions of art. 4, HUBO Automation reserves the right, at its sole discretion, to make changes to the constructional details and the set-up which result in an improvement to what has been supplied or further processed.
- If the Customer and/or User requests test runs under warranty, these shall be carried out at the expense of the Customer within 8 days after start-up. After this period, the delivery shall be considered definitively tested.
XI. Data protection; Remote assistance; Exemption from liability
- For greater protection of privacy and data security, it is in any case the Customer and/or User who decides on a case-by-case basis whether to authorise the remote connection with his Server/PC. Once the access to the Customer’s and/or User’s equipment has been authorised, HUBO Automation shall exercise it according to the conditions laid down in this remote assistance agreement. The Customer and/or User has the right to decide at any time to interrupt the connection, or to completely inhibit the remote connection, assuming responsibility for any malfunctions in the event that the technical intervention is not completed. The remote assistance activity will be regulated and controllable by the Customer and/or User, as HUBO Automation will send a report at the end of the requested intervention in which document there will be the date and time when one of our technicians took charge of the problem, and the finishing time of the activity. At the end of the remote assistance session, the Customer and/or User must ensure that the software used for the remote connection is not still running and, if it is, close it and terminate the service completely, or minimise it and leave it available in the status bar for any future connections.
- The Customer and/or User declares that they have taken note of this disclaimer, and gives their consent to the processing of their personal data for the purpose of solving software problems, under the following conditions: the Customer and/or User, once having authorised the on-line access of the HUBO Automation’s technicians to their company’s Servers/PCs for the requested activity of assistance, or updating of the software procedures in use, is aware that it will take place under the conditions expressly established in this remote assistance agreement; the Customer and/or User guarantees to HUBO Automation that they have the regular and legal right to use all the software installed on their machines, freeing HUBO Automation from any responsibility referring to the use of software that may be installed in violation of the license regulations in force, and, in this case, HUBO Automation will refrain from intervening on the aforementioned software that is not legally installed. The Client and/or User guarantees HUBO Automation that they are in possession of back-up supports of their computer system, and of the relative archives, up to date, therefore expressly exonerating HUBO Automation from any responsibility in this regard during remote intervention, even in the case of software malfunction or hardware breakage, which could cause the loss of personal data of the Client and/or User contained and crammed into the assisted client or server workstation.
- HUBO Automation shall in no way be held responsible in the case of hardware breakage that may occur during connection and remote assistance, the cost of the hardware and the work for the repairs being expressly charged to the Customer and/or User. HUBO Automation guarantees the maximum diligence in the activity that will be necessary, and at the same time guarantees, for the purposes of the regulations in force, not to acquire and/or store on its equipment data of a particular nature as per art. 9 GDPR present in the archives of the Client and/or User. If, in order to carry out the requested activity, it is necessary to download data of a personal nature, the Customer and/or User will be informed in advance and the same will be memorised by HUBO Automation, only and exclusively for the time necessary to complete the technical intervention requested. Whenever a remote connection is made, the connection shall be made under the conditions established in this article.
XII. General Disclaimer
- Unless otherwise stipulated in these terms and conditions, HUBO Automation shall not accept any liability for inconvenience or direct or indirect damage to persons or property caused by any reason whatsoever.
- The liability of HUBO Automation is attributable exclusively on the basis of the preceding clauses. It therefore excludes claims not covered by the aforementioned scope of liability and, in any case, the right to compensation for damages of any kind, including, without limitation, accidental, consequential, or other damages and losses, including personnel costs, losses due to the use of other machinery, repairs carried out by other parties, personal injury, moral or existential damages, inadequate performance or work, penalties of any kind, losses resulting from the non-employment of personnel or from the non-compliance of products and components with applicable regulations, irrespective of the legal basis from which they arise and in particular from impossibility, misconduct, positive breach of contract and negligence in entering into the contract. This exclusion of liability does not apply in cases of intent or gross negligence.
XIII. Compensation by the Customer and/or User
- The Customer and/or User agrees to compensate and hold HUBO Automation free from any direct or indirect loss or damage resulting from or in any way related to the execution of the contract or the supply of the goods.
- Should the Customer and/or the User fail to comply with any of the obligations contemplated in this paragraph or agreement, the Customer and/or the User agrees to pay HUBO Automation all costs, expenses and attorneys’ fees incurred by HUBO Automation in order to establish or follow up its rights under this paragraph or agreement. The provisions of this paragraph shall be in addition to any other rights or obligations set forth in this Agreement.
XIV. Organisation, management and control model as per Legislative Decree 231/2001
- The Customer and/or User declares that they are aware of the regulations in force concerning the administrative liability of legal persons and, in particular, the terms of Legislative Decree No. 231 of 8 June 2001. In this regard, the Buyer declares that they will base their conduct on the principles of transparency and correctness, in strict compliance with the provisions of the law.
- The Customer and/or User specifically declares not to have ever been involved in criminal proceedings concerning the offences contemplated in the aforementioned Decree; to adhere to the conditions thereof; to comply with every provision contained in the Decree whenever applicable to this order. The Customer and/or User undertakes for themselves, their subsidiaries, employees, subcontractors, suppliers, agents, collaborators and auxiliaries to punctually comply with the provisions contained in the Decree and not to engage in any conduct that could expose HUBO Automation to proceedings, sanctions or loss of benefits under the terms of the aforementioned Decree. It also undertakes to indemnify and hold harmless HUBO Automation from any costs, expenses, fines, demands and any other form of liability that may result for HUBO Automation as a direct or indirect consequence of a violation of the Decree by the Customer, its subsidiaries, subcontractors, suppliers, agents, employees, auxiliaries and collaborators.
XV. Foreign trade
The supply of goods and services is intended to be performed only and exclusively in compliance with national and international regulations for foreign trade and ascertained compliance with the control regimes on embargoes and sanctions according to the laws in force. The Buyer undertakes to provide the information and documentation necessary for the export and transfer of goods and/or services to third countries. Delays in the execution of the supply which are due to the fulfilment of international export controls, or resulting from export authorisation procedures, shall invalidate the agreed delivery terms and dates. If the authorisations are not granted or the delivery of the good/service cannot be granted authorisation, any agreement regarding the supply shall be ineffective. In case of re-export of the goods (hardware, software, and/or technology, corresponding documents or technical assistance) acquired from HUBO Automation, the Buyer commits itself to comply with the national and international regulations concerning foreign trade control.
XVI. Applicable law and place of jurisdiction; Partial ineffectiveness; Prohibition of transfer of the contract
- For all matters not contemplated and governed by this contract, reference shall be made exclusively to Italian law with express waiver of the application of any other law, with the exception of the provisions of the United Nations Convention dated 11.04.1980 on Contracts for the International Sale of Machinery.
- Any disputes concerning the contract stipulated between HUBO Automation and the Customer and/or User shall be submitted to the Court of Lecco, also in derogation of the provisions of arts. 32, 35 and 36 of the Code of Civil Procedure, and it shall not be possible to refer to the judicial authorities of other places, not even by way of guarantee or correlation of cause.
- Only the obligations put in writing by both parties shall be valid. In the event of invalidity of individual contractual clauses, the remaining clauses shall retain their binding character. An invalid provision shall be replaced by a valid provision that comes as close as possible to the economic intent of the invalid provision.
- The Customer and/or the User may not transfer this agreement for any reason whatsoever and in any form whatsoever.
Pursuant to and for the purposes of arts. 1341 and 1342 of the Italian Civil Code, the Parties specifically approve the above clauses, which are referred to and summarised below:
I. Offer – Object of the contract; II. Transfer of ownership and risks; Shipping; III. Delivery times; Delays and acceptance; IV. Warranty; V. Payment; VI. Taxes and duties; VII. Installation; VIII. Site access; Preparation; Worker safety; Compliance; IX. Testing; X. Changes; XI. Data protection; Remote assistance; Exemption from liability; XII. General Disclaimer; XIII. Compensation by the Customer and/or User; XIV. Organisation, management and control model as per Legislative Decree 231/2001; XV. Foreign trade; XVI. Applicable law and place of jurisdiction; Partial ineffectiveness; Prohibition of transfer of the contract