General conditions of sale

  1. Scope
    1. These general conditions of sale (“General Conditions”) regulate, on an exclusive basis, all sales made by Italtronic S.r.l. (“Italtronic”) to its clients (“Clients”/“Client” – Italtronic and the Clients, jointly referred to as “Parties”). The General Conditions shall prevail over any Clients’ conditions of purchase.

 

  1. Orders and orders acceptance
    1. Orders shall be considered valid and effective only if placed in writing. Orders acceptance by Italtronic may be sent by written notice or by giving simple execution to the order. In the latter case, Italtronic may inform the Client to have start execution of the order.
    2. Should the Order Confirmation contain any modifications in respect of the Order, such modifications shall be deemed tacitly accepted by Client after five (5) days from receipt of the Order Confirmation, without Client having notified its disagreement in writing and the Client will not be entitled to claim, object and/or cavil for any reason whatsoever. 

 

  1. Technical specifications
    1. Technical specifications contained in catalogues are not binding but indicative only. More details are shown in drawings available at www.italtronic.com. In any case, Italtronic may modify technical data and specifications and dimensions at any time and at its sole discretion, without Client being entitled to claim, object and/or cavil for any reason whatsoever.

 

  1. Delivery
    1. Delivery terms indicated in the orders shall not be considered of the essence. In any case, it is expressly excluded any Italtronic’s liability for delay in delivery.
    2. Products are delivered Ex Works (EXW - Incoterms 2010) at Italtronic’s premises.

 

  1. Customized products
    1. The Client, whom customized products have been made for, guarantees and holds Italtronic harmless, upon first request and any objections being excluded, from any damage, charge, cost and/or expense incurred by the latter and arising out of claims of third parties for unfair competition or for infringement of industrial or intellectual property rights (including, without limitation, trademarks, patents, models, copyrights or know-how).
    2. Italtronic will be the exclusive owner of any improvement, adaptation, and/or integration made by it to the drawing or to the design provided for by the Client. Said improvement, adaptation and/or integration shall not be used by the Client, either directly or indirectly.
    3. Unless otherwise agreed by the Parties, the moulds necessary to manufacture customized products shall be and remain the exclusive property of Italtronic.

 

  1. Price, terms and method of payment
    1. Products will be supplied at the price set forth in Italtronic’s price list in force at the time of acceptance of the order. Italtronic’s price list is available at www.italtronic.com. All prices shall be considered VAT excluded. The price shall be paid within the term agreed upon by the Parties on a case by case basis or, in case the Parties did not agree any term, within thirty (30) days from the date of the invoice issued by Italtronic.
    2. The Client is not entitled to suspend nor delay payment of the price for any reason whatsoever, not even in case of complaints (solve et repete). Set-off of any credit or amount owed to Italtronic against any amounts, actual or future, owed by Italtronic to Client is expressly excluded, without the Client being entitled to claim, object and/or cavil for any reason whatsoever. In case the Client does not collect the products, it shall pay a mutually agreed penalty for storage and handling equal to 0.1% of the price of the products not collected for each day of delay.

 

  1. Warranty
    1. Products are guaranteed, within the limits of the respective technical specifications, from defects in material and/or workmanship
    2. The warranty applies only to the benefit of the Client and is limited to the remedies of repair or replacement (at Italtronic’s sole discretion) of the defective parts Ex Works (EXW - Incoterms 2010) at Italtronic’s premises within the period of time usually needed. To this end, the Client, if required in writing by Italtronic, shall return to Italtronic all and any defective parts Delivered Duty Paid (DDP - Incoterms 2010) at Client’s own costs, together with a report describing any data necessary to identify the related batch, the delivery date and the details of the defect.
    3. Any parts replaced by Italtronic will be covered by a guarantee for a period equal to the remaining warranty period of the product to which they are related.
    4. Warranty will not cover defects due to normal usage of the products and/or defects or malfunctions due to inexperience or misuse of the instructions of Italtronic, poor maintenance, tampering or changes to products not previously authorized by Italtronic. The warranty will also not apply in case of use of parts or components not supplied by Italtronic, as well as in case of repairs not carried out or authorized by Italtronic.
    5. Products are guaranteed for a period of 12 (twelve) months from delivery. The Client undertakes to immediately examine the products, it shall eventually notify any compliant within 5 (five) days from delivery. Therefore, warranty for any hidden defects is excluded.
    6. No other warranty, other than that set forth in this section, may be invoked by the Client, being this warranty expressly in lieu and excluding any other warranty. Therefore, any responsibility and/or liability of Italtronic is expressly excluded.

 

  1. General provisions
    1. Tolerance by Italtronic to Client’s breach of the provisions set forth in these General Conditions or in any single sale contracts shall not be considered neither as a waiver of the infringed provision nor as a waiver of the right to enforce any and all infringed provision.
    2. The Parties expressly acknowledge that for no reason whatsoever, not even in light of subsequent conduct, the continuous and repeated sales of products by Italtronic may grant any right of exclusivity to the Client or give rise to a relationship of dealership, distribution, agency or collaboration whatsoever, unless otherwise agreed by the Parties in writing.

 

  1. Applicable law and jurisdiction
    1. These General conditions and all sale agreements executed between Italtronic and the Client shall be governed by the laws of Italy with the exclusion of the 1980 Wien Convention on international sale of goods as well as any conflict of laws rules.
    2. Any dispute arising out of or in connection with these General conditions and/or any sale agreement shall be submitted to the sole and exclusive jurisdiction of the Court of Padova (Italy).

 

Pursuant to articles 1341 and 1342 of the Italian Civil Code I hereby declare that I have carefully read and that I specifically approve the following clauses of these General conditions: 2.2, 3.1, 5.1, 6.2 (exclusion of the right to make objections); 4.1, 7.5 e 7.6 (exclusion of liability); 6.2 (solve et repete); 9.2 (jurisdiction and exclusive competent Court).