“Company” shall mean COM-TECH Italia SpA.
“Contract” shall mean any contract between the Company and the Customer for the sale and purchase of Goods
“Customer” shall mean the person or company from which the Company has accepted the order for the Goods
“Goods” shall mean any goods, products or services, which the Company provides to the Customer
All orders accepted by the Company are subject to the following Terms of Sale, which supersede and exclude any other condition or agreement between the parties during negotiations, indicated by the customer or contained in previous catalogs. Any change of the following conditions of sale will not be accepted and shall have no effect unless expressly authorized in writing by the Management of the Company.
The company will not be bound by terms and conditions of purchase of the customer, even in the event that they are referred to or contained in the order or in any other documentation originating from the customer, without the prior written consent of COM-TECH Italia Spa. The general conditions of purchase will not be binding on the Company nor the effect of tacit approval.
1. OFFERS AND ORDERS
The acceptance by the customer of the offer or the confirmation of the order by the Company, howsoever made, require the application of these general conditions of sale.
Sale offers made by the Company are valid for 3 months from the formulation of such offers and are limited to the integral supply quoted. Upon expiry of this deadline, the offer for sale will no longer have any validity.
Unless otherwise agreed, the sale prices are per unit of production, net of all duties and taxes, and for goods delivered “ex works”. The Company reserves the right to unilaterally change, without notice and with immediate effect, the prices agreed in cases where the adjustment is due to circumstances that are beyond the control of the Company (including but not limited to: an increase in the price of raw materials and labor costs or changes in exchange rates).
Prices are inclusive of packing the Company reserves the right to provide in its sole discretion, subject to the need to appropriately protect the Goods in transit. The absence of packaging will not lead to in any way the recognition of discounts or rebates to the customer. Special packaging will be billed to the customer.
Unless otherwise agreed in writing, the sale is “ex works”. Therefore, even if it is agreed that the shipment, in whole or in part, is prepared by the Company, it will act as an agent of the customer, provided that the transport will be carried out at the risk of the same customer, including any costs of storage of goods at the warehouses of the carriers. The delivery terms take effect from the date of the order confirmation and the receipt of all necessary data for the execution of the supply. They are, however, purely indicative and therefore, in the event of delay, damage compensation and/or contract termination in favor of the customer are hereupon excluded. Unless otherwise agreed in writing, delivery “ex works” is carried out by sending written notice to the customer that the products are available. The customer will have a deadline of 10 (ten) days upon receiving said notice to provide for the collection, it being understood that in case of failure to collect or acceptance by the customer of the correctly prepared goods, the costs of storage will be charged in accordance with the methods and rates in effect at the time of delivery.
Payment must be made, unless otherwise stated in writing, directly to the address of the Seller, in the agreed form and within the agreed terms.
Any payments made to agents, representatives and commercial intermediaries of the Company are not considered carried out, and therefore do not release the customer from their obligation until the sums are received by the seller. Unless otherwise agreed, payments will be made in Euro.
Cash discounts will be calculated only on the sum of goods, excluding transportation, packaging, VAT, and will be agreed upon by the Company. In case of delayed payments, interest for late payment will be applied at the rate established by Legislative Decree n. 231 of 2002 from the expiry of the contractual period until settlement.
Any delay or irregularity in payment gives the Company the right to:
- Suspend the supplies in progress, even if not related to the payment in question, without the right of the Customer to claim any damages;
- Change the method of payment and discount for successive deliveries, even requiring advance payment or the issuance of additional collateral;
- The customer shall pay the full product even when exceptions arise, disputes or controversies which will be defined only after the payment of the amount due.
6. RETENTION OF TITLE
The delivered products remain the property of the Company until the time of full payment. In case of failure to pay, the Customer assumes the obligation to immediately return to the Company all products received. For this purpose, the customer will allow COM-TECH Italia SpA, its employees and agents, access to their premises, in order solely to proceed with the withdrawal of unpaid products. It remains understood that the actual return of the products will not affect the Company’s right to seek full compensation for any damage suffered as a result of the failure on the part of the Customer.
7. INSPECTIONS, RETURNS AND ACCEPTANCE OF PRODUCTS
The Customer must inspect the products upon receipt giving written notice to the Company if it finds that there are any faults or defects no later than 8 (eight) days of receipt of the products and in accordance with art. 1495 c.c.. Should no written notice be made by the Customer within the stipulated period, the Company will not be responsible for any defects and the Goods will be considered definitively accepted.
Product returns will not be permitted without prior written consent of the Company, unless such return occurs in execution of the provisions in respect of guarantees.
8. SUBSTITUTION PROGRAM / REFURBISHED EQUIPMENT CLAUSE
The Company undertakes to meet the changing technical requirements of the Customer which occur within three years of delivery through one or more subsequent sales of a replacement product, which meets the technical requirements (frequency, calibration, number of channels, etc.) and which will generally be a reconditioned unit.
The new product will be supplied by applying a minimum discount of 10% off list price, which could be increased depending on the state of the product.
The old product will, however, be withdrawn by the Company with regular invoice of sale by the Customer for an amount equal to 40% of the original purchase price.
These sales prices and the repurchase by the Company are inclusive of the costs of dismantling the original product, as well as assembly and testing of the replacement, but exclude transport costs of both products, from and to the installation site.
9. TRANSFER OF RISK
The risk for loss or damage to Goods will be the customer’s responsibility from delivery to the carrier or from the moment, the delivery has not occurred for a reason attributable to the customer.
Unless otherwise agreed between the parties, the Company ensures that passive products are without flaws / defects (with the exception of those parts of the products that are not produced by COM-TECH) for a period of ten years from the day of the test carried out by the Company.
The guarantee will not operate with respect to those products:
- Which have been modified, disassembled or assembled with products that are not of origin of the Company, modifications, disassembly or assembly made by the Customer or by third parties;
- Whose damage is caused during transportation for both shipping from COM-TECH to the customer and/or from the customer to COM-TECH in order to verify defects / faults reported;
- Which were not installed or used in accordance with the instructions of COM-TECH (data sheet) provided to the Customer;
- That do not have or do not retain the Serial Number of COM-TECH;
- For which the relative price has not been paid;
- Which have been damaged by chance or accidental electrical events;
- Which have been assembled with products not sourced from COM-TECH or which have been repaired or modified by the Customer or by third parties without the prior consent of the Company.
The warranty also does not operate in the event of damage and / or product defects arising from anomalies caused by, or related to, parts which are assembled / added directly by the Customer or by third parties.
The warranty does not cover defects due to normal wear of products for parts subject to rapid and continuous wear.
For all active products the warranty is limited to two years from the day of the test carried out at the factory by the Company; the conditions of warranty exclusion described above for passive products remain unchanged.
11. APPLICATION OF WARRANTY
Provided that the defect/fault reported by the Customer is covered by the warranty and reported in the terms set forth in these terms and conditions of sale, the Company will engage, at its sole discretion, to replace or repair each product or parts of the product which present defects / faults.
The Customer must report defects / faults in writing to the Company within eight days of discovery.
The Customer, who has been notified of the decision of COM-TECH concerning repair or replacement of the product, must submit the product to the headquarters of the Company within and no later than eight days. In the case of replacement, the defective product will be retained and become the property of COM-TECH.
Only at the express written request of the customer, the Company reserves the right to perform the check / feedback of the defects / faults reported in due time at the headquarters of the customer. The control / feedback will be performed only on the COM-TECH products in question and not on other components or products of third parties.
COM-TECH will then send the customer an estimate of expenditure required for the offsite intervention which will have to be resubmitted to COM-TECH signed for acceptance.
The Company reserves the right in any case to intervene at the headquarters of the Customer on the sole condition that it is paid in advance the agreed cost.
In the event that COM-TECH intervene as agreed and with the conditions above described and finds that the product has been modified by the Customer or by third parties, the Company will not make any repair nor replacement of the product and will be entitled to the immediate payment for the offsite intervention fee, unless previously paid.
The Customer shall forfeit the guarantee provided if it does not permit any reasonable check requested by COM-TECH on the product.
In the event that defects found on products are not attributable to the responsibility of COM-TECH, the costs for servicing, repair or replacement will be charged and billed to the customer.
All descriptions and illustrations in the catalog or provided to the customer by the Company, are intended only to provide the customer a general idea of the product and do not constitute part of the contract being merely indicative and not binding.
13. LIMITATION OF LIABILITY’
These conditions of sale govern and limit the full scope of the liability that the Company intends to take towards the Customer with respect to the Goods and will take precedence and be absorbent of any other warranty, expressed or implied term and condition established by law, subject to mandatory guarantees by law.
The liability of the Company, with reference to current law, will be limited to repair, replacement or, at the option of the Company, to the reimbursement of money already paid for the product. The Company will not be liable to the Client for any loss of profit or for any indirect or consequential damages such as brand damage, loss of business, loss of goodwill, loss of use or technical stationary of a product or any associated equipment; will not be liable for the costs and expenses or other claims for compensation of any kind (caused by the negligence of the Company, its employees, representatives or subcontractors) in connection with or related to any contract or agreement between the parties.
14. CHANGE OF FINANCIAL CONDITION OF THE CUSTOMER
Any enforcement proceedings or conservative that may be charged to the customer, or the request for receivership or composition with creditors, as well as any significant changes in the shareholding of the customer, enable the company to suspend the execution of any contract, with consequent right to obtain payment, at once, the whole price still due.
15. FORCE MAJEURE
The Company does not accept any responsibility towards the customer and shall not be deemed in breach of these Conditions for the delay in or failure to comply with any of its obligations detailed in these Conditions if the delay or the failure was caused by greater forces beyond the reasonable control of the Company. At its option, the Company may cancel or delay the execution of the Contract, in whole or in part.
16. LEGAL DOMICILE, APPLICABLE LAW AND JURISDICTION
The company is legally domiciled at its headquarters.
The terms of sale and every individual sale shall be governed by and executed in accordance with Italian law with exclusion of the Vienna Convention of 1980 on Contracts for the International Sale of Goods.
All disputes arising out of or related to these terms of sale and / or any sale will be subject to the exclusive jurisdiction of the Court of Sondrio.
17. TERMINATION CLAUSE
In accordance with Italian art. 1456 c.c. COM-TECH may terminate the single sale at any time by written notice to be sent to the Customer, in the event of breach of the obligations contained in articles. n. 2 (prices) and 5 (payment).
18. PERSONAL DATA POLICY
“Personal data” in relation to any Customer or its representatives in the form of a physical person, means all the data (alone or together with other information held by the Company), with which it can identify the Customer or representative, irrespective of the mode and the period in which the data were provided.
The Company may process the personal data supplied by the customer as part of the normal business of the same in compliance with corporate purposes albeit in a manner that ensures the security and confidentiality of data.
Data processing will take place for the following purposes (for example):
- To decide whether to enter into a contract or agreement with the Customer. Research may be included in this in order to ensure the solvency of a Customer and in any case for purposes related to the proper management of relations. In this case unwillingness on the part of the Customer will preclude the conclusion of any relationship;
- The direct marketing of products and services of the Company. Again failure to consent to data will preclude the conclusion of any relationship;
- To prevent or expose fraud.
The processing of personal data will be carried out as determined by Italian Legislative Decree 196 of 30 June 2003.