1. AWARD OF ORDER
1.1. The Contract is to be considered as finalized only once the Vendor has received a copy of the Order Confirmation duly signed by the Buyer. The following references to the Order Confirmation apply to any form of contract signed between the parties.
1.2. The sales contract is governed solely by the written agreements and the present General Terms and Conditions of Sale. All additional and/or deviating arrangements must be agreed to in writing.
2. SUBJECT OF THE CONTRACT
2.1. Subject of the Contract is only the product and/or service specified in the Order Confirmation. The Vendor assumes no obligations or conditions other than the ones indicated in.
2.2. In any case, the following are not included, unless expressly agreed to in writing: approval processes and agency fees, geological and limnological reports, environmental impact assessments, all construction work, such as concrete buildings, limiting structures, excavating and earthmoving and construction as well as installation and project works of all kinds. The position of a security coordinator who may possibly also be needed is likewise not included. In addition, travel and accommodation costs are not included.
2.3. All data contained in catalogues, brochures, circulars, presentations, illustrations or price lists regarding weight, measures, capacity, price, power etc. refer to standard models without optionals and accessories. Project-related versions may vary. In addition, technical data may change in the course of product development and maintenance.
3.1. Prices are always net and do not include taxes or customs duties and charges of any kind. Such charges duties, including transport and unloading costs, shall always be the sole responsibility of the Buyer.
3.2. In the absence of contractual provisions, the applicable hourly rates and tariffs of the Vendor in effect at the time of implementation shall apply for any installation work and other services.
3.3. Packaging materials (but not materials provided on deposit) are included in the price and shall be disposed of by the Buyer in accordance with regulations at his own cost and responsibility. All materials provided on deposit will be invoiced and then remitted within 4 months. The deposits are not included in the quoted prices. The materials must be returned in perfect condition and free of freight charges. The acceptance of the returned materials shall take into account the time between delivery and return acceptance.
3.4. Material which is supplied in excess can only be returned if previously agreed in writing. Returned material will be subject to a restocking charge of 10-30% of the amount originally invoiced, depending of its conditions, at the Vendor's sole discretion.
4. DOWN PAYMENT AND PAYMENT TERMS
4.1. The payments are to be settled according to the terms fixed in the Order Confirmation. In the absence of any special agreements, the total price shall be paid within 14 days of invoice date.
4.2. The amount paid at the moment of the signing of the Order Confirmation is in any case an earnest money and shall be withheld for such purpose by the Vendor should the Buyer cancel the Order. As minimum down payment before delivery of the product is agreed an amount of 30% of the price incl. VAT.
4.3. In case of any delay in the payments, the Vendor is entitled to interests on arrears according to the Community Guideline no. 2011/7/EU, with a minimum of 8% p.a.
4.4. The Buyer must punctually settle every payment also in the case of complaints regarding the product.
4.5. Should the delay in the payment of even a single installment or a part of it exceed a period of fifteen days, the Vendor is entitled to receive immediately the full payment of the entire balance due in a single installment and to claim for the payment of any damages resulting from the default of the Buyer. If the not paid amount exceeds the eighth part of the full price, the Vendor is entitled to deem the Contract as irrevocably terminated and the Buyer is obliged to return immediately the product; in this case, the part or the installments of the price already paid shall be retained by the Vendor to indemnify for enjoyment in the meantime, without prejudice to the right on compensation for any further damage.
4.6. The payments are to be settled without any deduction to the Vendor. Banking charges shall be borne by the Buyer and will be charged accordingly to the latter.
5. DELIVERY TERMS
5.1. The product is shipped from the factory of the Vendor or his supplier (FCA – Free Carrier) INCOTERM ICC 2010.
5.2. The delivery date can be postponed in favor of the Vendor up to a maximum of thirty days.
5.3. The Vendor is not responsible for delays attributable to extraordinarily harsh weather conditions, acts of God and other events out of his control such as - but not limited to - delays due to work interruptions, strikes or trade union protests, delays ascribable to suppliers, lack of means of transportation, the widespread lack of raw materials, blackouts, fires, accidents, etc.
5.4. The delivery date shall not be considered as having begun before complete settlement of all of the execution details.
5.5. Should the delay in delivery due to one of the aforementioned reasons (5.3.) last more than 90 days after the delivery date, both the Vendor and the Buyer are entitled to withdraw from the Contract.
5.6. Should the Buyer withdraw from the Contract pursuant to the conditions of the previous clause, the Vendor is entitled to retain the amount already paid by the Buyer as a compensation for every already borne expense for the execution of the Contract.
5.7. Should the Buyer not pick up the product at the date set in the Contract or at any other date specified by the Vendor or if he fails to receive the product delivered to him by the carrier or by the Vendor himself, the Buyer must in any case settle all the payments relating to the delivery as if the product had actually been received. Furthermore, the Buyer bears all expenses and risks resulting from the guardianship and the keeping in good order of the product.
6.1. The Vendor provides a warranty on the product fully described in the Order Confirmation. Unless otherwise agreed, a 24 month or 1.200 operating hours, whatever occurs first, warranty – starting from the date of hand over and applying only to defects due to faulty design, materials, or workmanship – shall apply.
6.2. The warranty is effective only provided that the rules specified in the instructions and usage manual, including the safety regulations contained therein, are complied with and that the products is used as envisaged. The use of the product for purposes which are not provided for the specific application or for purposes other than those envisaged shall lead to the lapse of the warranty. Upon request of the Vendor, the Purchaser shall provide proof of compliance with this requirement.
6.3. The warranty does not cover components subject to the natural wearing, as well as consumables.
6.4. The Buyer forfeits the right to warranty of proper functioning, should he fail to report any defects within eight days starting with the discovery and/or recognizability of said defects, in writing, including statement of the serial number of the product, current operating hours and the type of damage to the Vendor.
6.5. The Vendors warranty consists of the replacement and/or the material for the repair of parts recognized as being faulty. In this regard, the Vendor is entitled to employ used, repaired, as well as equally old material.
6.6. Any further claims, in particular for losses and indirect damages including consequential harms caused by a defect, including loss of profit, damage to image, loss of use are excluded.
6.7. Following items, however, are at the expense of the Buyer:
- working hours for the repair, inspection, upgrades, improvements and / or replacement of the parts in which a defect was recognized;
- travel, lodging and board expenses for the personnel assigned with the task of eliminating the defect;
- expenses for the transport of the parts covered by warranty;
- the return expenses of the parts that have been recognized to be defective, which will become the property of the Vendor once they have been returned;
- any expense for the transport of the product to and from the seat of the Vendor.
6.8. The Vendor, in addition to point 6.1. and 6.2., is freed from the obligation of any warranty in following cases:
- non-performance of the contractual obligations relating to the payments by the Buyer;
- when using parts subject to wear and tear, replacement parts, components and additional equipment which are not the original parts or which are in a used condition, as well as in the case of other unallowed modifications of the purchased item; such as modification of factory setting;
- when using or incorporating devices and/or systems as well as software programs from third parties, even if these components are installed or incorporated by the Vendor at the explicit request of the Buyer;
- in the case of defects due to materials provided by the Buyer or due to designs and modification requests required by the Buyer;
- in the case of regulations under public law in the country in which they are to be used which do not correspond with general standards and which were not explicitly – and in writing – communicated to the Vendor prior to conclusion of the contract.
- in the event of errors or deficiencies in the supply network;
7.1. The Vendor reserves the right to make any modification on the product that he should deem necessary or appropriate in connection with new technical knowledge as well as with new production opportunities, without prejudice to the functional properties envisaged at the moment of the Order. The Vendor is not obliged to apply at a later date an eventual modification developed after delivery of the product on the latter.
8. CONDITIONAL SALE
8.1. The product remains property of the Vendor until complete payment of the price, in this regard, the risk shall pass to the Buyer immediately at the point in time of the transfer. Until the purchase price has been fully paid, the Buyer is not entitled to sell, pledge, gift, or lend out the purchased item. The Vendor is entitled, at his discretion, to attach a corresponding declaration to the purchased item for the duration of this reservation of title.
9. INDUSTIAL AND TRADE SECRETS - OWNERSHIP
9.1. All plans, projects, technical drawings, and documents issued by the Vendor and the software remitted to the Buyer, shall remain the property of the Vendor. Said documents and the installed software cannot be used by the Buyer for any other purpose than that relating to the order nor can they be copied, reproduced, transmitted or disclosed to third parties, unless a written authorization by the Vendor.
9.2. In the event of an intercession in the devices and/or systems by third parties acting solely at the explicit request of the Buyer, the Buyer explicitly absolves the Vendor from any and all liability against third parties and the Buyer himself.
10. APPLICABLE LAW AND COURT HAVING JURISDICTION
10.1. The Contract and these General Conditions of Sale are governed by and construed under the law of the State, in which the Vendor has its registered seat.
10.2. For any dispute that may arise in connection with the Contract and these General Conditions of Sale, the Court having exclusive jurisdiction is the Court competent at the registered seat of the Vendor.