General Conditions of Sale of the Supplier
RECITALS:
a) ClaindSrl, seated in Via Regina 24, Lenno (CO), Italy, tax code and Companies Register of Como No. 02894360136, hereinafter denominated the SELLER, is an Italian company engaged in the production and sale of gas generators (hydrogen, nitrogen, zero air) complete with accessories, hereinafter denominated the PRODUCTS.
b) The parties agree that sale of the PRODUCTS by the SELLER to the BUYER is governed by the general terms and conditions set forth below, subject to any express contrary agreement in writing.
Therefore, the parties hereto agree and stipulate as follows:
1. CONTRACT FORMATION
1.1 The contract is deemed to be executed upon written acceptance by the SELLER of the purchase order by way of order confirmation.
1.2 No purchase order for the PRODUCTS sent by the BUYER is binding on the SELLER unless specifically accepted in writing by the SELLER.
1.3 The order may not be assigned to third parties without the written consent of the SELLER.
1.4 The BUYER acknowledges that no agent or representative of the SELLER has the authority to bind the SELLER.
2. PRODUCT CHARACTERISTICS AND TECHNICAL SPECIFICATIONS
The technical features or specifications of the PRODUCTS, even if specified in detail in SELLER’s catalogues, brochures, price lists, etc., will be relevant for the purpose of assessing conformity of the products, only if expressly referred to in the offer and acceptance of the order.
- PRODUCT PRICES AND TERMS OF PAYMENT
3.1 The price lists of the SELLER do not constitute an offer, but rather serve a mere explanatory purpose. The actual prices will be specified in the SELLER’s offer.
3.2 Subject to a different agreement in writing, the prices of the PRODUCTS are understood to be Ex-works, packaging excluded. Taxes, charges and fees in force at the time of delivery are exclusively charged on the BUYER, as well as any other cost or charge relating to the transportation and/or the delivery. In any case, the prices do not include charges and services which are not mentioned.
3.3 If the parties agree that the PRODUCTS will be paid after the date of delivery, the BUYER must pay the price of the PRODUCTS to the SELLER within 30 days from the date of issue of the invoice (unless otherwise agreed in writing).
3.4 The BUYER may not, for any reason, defer payments beyond the terms agreed, in particular neither in case of delays in delivery, nor during the possible assembly, nor by reason of any type of claim.
3.5 In every case of delayed payment in relation to the agreed due date, the BUYER, regardless of any formal notification from the SELLER, will be required to pay the SELLER interests on the late payment calculated in accordance with the applicable Italian rule, without the BUYER considering himself entitled of the right to defer payment.
- DELIVERY
4.1 Unless otherwise agreed in writing, the PRODUCTS will be delivered to the BUYER Ex-works at the SELLER’s factory in Via Regina 24, Lenno (CO), Italy, within 90 (ninety) days from the date of acceptance by the SELLER of the order concerned.
4.2 The SELLER is not liable for any loss or damage to the PRODUCTS after their delivery to the BUYER.
4.3 The SELLER's obligation to deliver the PRODUCTS will be suspended in every case where the BUYER breaches his obligation to pay the PRODUCTS.
4.4 In the event of delay in the delivery of the PRODUCTS, for which the SELLER may be responsible, the BUYER will not be entitled to any compensation, in any form, for the damages incurred.
5. WARRANTY OF THE SELLER
5.1 The SELLER guarantees the BUYER, for a period of 12 (twelve) months from the date of delivery of the PRODUCTS to the BUYER (unless otherwise indicated in the contract), that the PRODUCTS are free of defects and faults such as to make them unsuitable for their intended purpose.
5.2 The SELLER is not liable under this guarantee against defects and faults, if the BUYER has made an incorrect use of the PRODUCTS or if he has changed or modified them without the written consent of the SELLER, or if the instructions provided in the user guide, including those concerning the electric energy power supply, the quality of the compressed air and/or water supply and maintenance schedule, are not followed.
5.3 The SELLER is not liable under the guarantee if the PRODUCTS are repaired by persons who are not appointed or authorised by the SELLER.
5.4 The SELLER is not liable if:
a) the replacement and/or repair of the PRODUCTS is to be ascribed to events of force majeure as described in art. 7 below, or to the fault or negligence of the BUYER or its customers, or
- b) the PRODUCTS or part of these have been used or preserved improperly by the BUYER or its customers.
5 The SELLER shall always have the right to withdraw faulty PRODUCTS from the market – at its expense - and the BUYER is required to provide maximum cooperation to this end. The PRODUCTS will be replaced within 90 (ninety) days from withdrawal.
5.6 The warranty covers (and is limited to) repair of the faulty product or component or, at the discretion of the SELLER, replacement of the faulty product or component.
5.7 All repairs requested by the BUYER not covered by the warranty shall be made against payment and, for such repairs, the SELLER will apply its price list in force at the time the repair is requested.
5.8 The liability of the SELLER shall not in any case and for any reason include indirect, incidental or consequential damages or losses incurred by the BUYER and/or third parties due to faults and/or defects in the PRODUCTS.
- COMPLAINTS
6.1 The BUYER shall inspect the PRODUCTS immediately at the time of delivery, verifying their correspondence with the order and quality.
6.2 Any faults and/or defects shall be promptly notified to the SELLER by registered letter with return receipt or by Certified e-mail within 8 (eight) days from delivery of the PRODUCTS and/or installation thereof in the case of latent defects, after which no complaints will be accepted.
6.3 The notification set forth above shall contain a detailed description of the fault and/or defect.
6.4 The SELLER undertakes to make the necessary inspections in order to verify the grounds of the complaint. If the complaint is deemed to be founded by the SELLER, it will adopt the remedies it considers necessary to cure the fault and/or defect notified by the BUYER.
6.5 If the BUYER notifies faults and/or defects and, following verification thereof, the complaint is found to be unjustified, the SELLER shall have the right to invoice the work carried out and travel expenses to the BUYER according to the price list in force at the time of the operation, in addition to reimbursement of all other costs.
- FORCE MAJEURE
Either party may suspend or be excused of performance of its contractual obligations if performance thereof is objectively impossible or unreasonably onerous due to unforeseeable events beyond its control such as, for example, strikes, boycott, lock-outs, fires, war, civil commotion, riots, revolutions, requisitions, embargo, energy blackouts.
- PROHIBITIONS - ALSO OF ASSIGNMENT - BEFORE FULL PAYMENT OF THE PRICE
The BUYER shall not resell, assign, replace nor place any lien on the PRODUCTS until the price thereof has been paid in full to the SELLER.
- OBLIGATION OF DISCLOSURE OF ANY LEGAL PROCEEDINGS
The BUYER shall immediately notify the SELLER of any proceedings, also precautionary and executive, undertaken by third parties relating to or affecting the PRODUCTS.
10. TERMINATION OF THE CONTRACT
The SELLER may terminate the contract with immediate effect in the following cases:
a) if the BUYER fails to comply with the obligations set forth in art. 3;
b) if insolvency or bankruptcy proceedings or liquidation proceeding are instituted against the BUYER or if its financial conditions reasonably allow the SELLER to assume that the BUYER will become insolvent.
11. GOVERNING LAW
These terms and conditions of sale shall be governed exclusively by Italian law.
12. EXCLUSIVE VENUE FOR DISPUTES
The parties expressly agree that any dispute arising out of or in connection with these general terms and conditions of sale and of contracts between the parties shall be deferred to the exclusive jurisdiction of the Court of Como (Italy).
13. SEVERABILITY
If one or more provisions of these general terms and conditions of sale are deemed unenforceable or invalid, the validity and enforceability of the other provisions shall not be affected thereby.
