GENERAL SALES CONDITIONS
1. GENERAL APPLICABILITY - These General Sales Conditions apply to all the agreements for the supply of goods, instruments, accessories and/or services agreed with SISGEO Srl (from now on the Company), unless otherwise agreed by the Parties concerned.
2. QUOTATIONS – ORDERS – CONFIRMATIONS - Quotations have only an informative value. The Company takes its commitment only with the Order Acknowledgment, in the terms, extent and according to the modalities indicated. The Order Acknowledgment becomes operational only after the Client has respected all the technical and economic conditions contained in the same Acknowledgment. Any anticipated payment will remain as a compensation in case the Order will be revoked.
3. DELIVERY - The goods acceptance is considered definitive with the delivery, done directly to the Client or a representative or, in case of shipment, to the forwarder. Thus, it is understood that the representative and/or forwarder act as Client’s agents. The delivery terms are approximated and with no commitment and are subjected to any accidents which could preclude, impede or delay the normal productive process, therefore the Company reserves the right to postpone the same delivery terms or to partially or totally rescind the agreement in case reasons of force majeure intervene. In this last case, the Company cannot be held accountable for the failure to respect the agreed conditions. The delivery terms become effective from the date of reception of the regular order, complete with all the details necessary for the order handling. The late delivery of accessories which does not preclude the complete use of the instruments could not be considered cause of delay. The Company closing days for holidays are not included in the delivery terms. The delivery terms always refer to working days or weeks. In case of agreement dissolution, the Company could only be required to return the received amounts, excluding every and any further damages compensation.
4. WARRANTY - For the warranty conditions refer to the document WARRANTY CONDITIONS – LIMITED WARRANTY, published on Company website.
5. PRICES AND PAYMENTS – Unless otherwise agreed in writing, prices are exclusive of VAT, taxes and Ex-Works Masate (Milan, Italy) according to INCOTERMS 2010. Prices are calculated according to the costs updated or in force at the order confirmation. Any further variation which could verify hereafter will influence proportionally prices. The payment conditions are those established in the Order Acknowledgment and any objection on supply do not authorize the Client to delay payment. Commercial interests on delay payments become effective starting from the due date.
6. TRANSPORTS AND SHIPMENTS - It is meant in an absolute way that goods travel at Client’s own risk, also if they have been supplied free of carriage. In this case, all fees are at Client’s charge and the Company cannot be held accountable for any delay due to external factors. Any irregularity, alternation, shrinkage, damage etc should be notified directly to the forwarder under the conditions provided for by law. Beyond this deadline, the material will be invoiced. In the absence of written agreements, from time to time it is intended that the Company reserves the right to do partial shipments.
The Client should make available facilities and staff for the material discharge on site. In case of excessive waiting times for the discharge which could be attributed to the Client, the Company reserves the right to let the goods return to the warehouse. In this case, all fees are at Client’s charge.
7. PACKAGING- It is not possible to return packaging and the cost of the same is being subjected to separated charge, if not differently agreed in the Order Acknowledgment.
8. STOCKING – When the goods shipment is delayed upon Client request, the Company reserves the right to charge the stocking fees to the Client. The Company shall proceed with the invoice of the stocked materials.
9. TESTS – Tests could be performed from the representatives of the Client only if required in the Order. Any special functional test will be charged to the Client and could be specified at Order. The fees for any test performed by Official Authorities are intended as a Client’s charge.
10. FITNESS FOR PURPOSE – The suitability of goods to the intended aim are express responsibility of the Client, also in case the goods will be manufactured on specific indications of the Client.
11. SERVICES OF STAFF – The performances of our technical staff for the assembly, calibration, entry into service, test, maintenance etc could be performed on request. Their cost is determined on the basis of the rates in force. These performances are not included in the good prices, unless otherwise agreed between the Parties. For the Performances, the General Conditions of Technical Assistance Performances, which are published on Company website, will be applied.
12. CHANGES AND CANCELLATIONS- In case of changes of the order which involve modifications in technical specifications, the Company reserves the right to change the delivery terms and to modify prices. The instruments which have already been manufactured will be regularly invoiced and are Client’s propriety. In case of order cancellation, we reserve the absolute right to charge to the client up to the 70% of the value of the cancelled order, according to the production progress at the cancellation reception.
13. GOODS REFUND - If the Client intends to return the goods, the acceptation of the standard goods is at the total discretion of the Company. The Company could accept the goods if they are under appropriate conditions and if they have been originally purchased from the Company. In this case, the operating cost corresponding to at least the 30% of the value of the returned goods, will be charged to the Client. The Company reserves, in any case, the power to refuse the returning of goods.
14. PATENTS – The Client will refund the Company against all the actions, claims, fees (including the legal ones), cost, legal actions and damages regarding any possible violation or supposed violation of any patent, registered project, copyright, registered trade mark o any other industrial or intellectual property resulting from the respect by the Client of the instructions supplied from the Company, explicit or implicit.
15. COMPETENT JUDICIAL AUTHORITY – For any dispute or objection regarding these Conditions, is competent the Milan Forum.