Conditions following mentioned cancel and substitute all previous ones.
CONDITIONS AND TERMS OF SALES
The purchaser’s order (Buyer) and the relative acceptance by Algodue Elettronica will imply the acceptance without reserve by the purchaser of the clauses and conditions established herein. The terms of the contract only include what is clearly and specifically described in the Algodue Elettronica’s order confirmation. At any moment, the contract shall be suspended in case the Buyer’s property conditions change as per the Italian Civil Code art. 1461.
The fulfilment of the order is subject to the availability of goods and material as well as the payment of Algodue Elettronica.
MODIFICATIONS TO PRODUCTS
Algodue Elettronica reserves the right and the faculty, without prior notice, to make any modification for improvement of the products, including costructive ones.
The prices are VAT excluded. Furthermore, they do not cover the costs of packing, carriage, delivery custom duties and/or any other charges. However, prices are not binding and for general guidance only: Algodue Elettronica shall have the right to increase or decrease prices for eventual variations occuring in the cost of raw materials, equipments or other production cost.
The delivery shall always be EX WORKS Maggiora. All responsability on the Algodue Elettronica’s part shall cease when the goods subject of the contract are despatched from Algodue Elettronica’s premises.
The payment of the Algodue Elettronica’s invoice must be made in the form expressly specified in the order confirmation. The Buyer’s takes upon himself all risks involved in the transfer of the sums, whichever the method used. For the amounts which will not be received at the payment due date, the current bank interest of Algodue Elettronica shall be applied.
Payment will not be withheld pending the settlement of eventual technical or commercial objections raised. Eventual payment breaches give Algodue Elettronica the right to suspend the outstanding contracts or to require their payment in advance.
Delivery time defined in the Algodue Elettronica’s quotations and in any other document issued by Algodue Elettronica, including those of the order confirmation, begin from the date of receipt of the Buyer’s order and are an estimate only. The delivery date refers to the expected date of delivery to the carrier being the return exworks.
Algodue Elettronica reserves the right to extend the delivery time whenever the Buyer delays to fulfil the contract obligations and in particular if:
- there is a breach of payment
- the Buyer does not provide each necessary data on time or does not promptly communicate his approval for drawings or schematic diagrams, whenever requested
- the Buyer requires modifications during the contract period
- the Buyer does not supply the materials of his supply on time
- circumstances beyond the Algodue Elettronica’s control (e.g. fire, floods, earthquakes, weather conditions, breakdown in the Algodue Elettronica’s plant or machinery, war, civil disorder, strike, legislative or administrative interferences, etc.)
Eventual delivery delays do not give the Buyer the right to cancel the contract, totally or partially, and to receive damages, except when regularly stipulated in the contract.
WARRANTY AND GUARANTEE
Algodue Elettronica guarantees that the provided products shall be free from defects including components and manufacture and shall operate in full conformity with the specifications declared by Algodue Elettronica. The warranty period is 12 months from the delivery date of the goods.
The warranty is appliable to the products supplied by Algodue Elettronica and includes parts and components purchased from other suppliers of Algodue Elettronica.
The warranty does not cover:
- parts subject to normal wear
- parts damaged for improper usage
- parts damaged for inattentive and/or careless treatment
- parts damaged for improper assembly
- parts damaged for excessive stress imposed to materials
- parts damaged for negligence in the maintenance operations
- parts damaged for circumstances not subject to the Algodue Elettronica’s control
Algodue Elettronica shall replace or repair all products or components which present proven manufacture defects on condition that they are claimed for in writing within the validity of the warranty period and the instrument should be returned to Algodue DDP without customs charges of any kind.
The Buyer has no right to claim for damage or loss whatsoever arising out of the provision or performance. Algodue Elettronica shall not be held responsible for any defect resulting from design, specifications or instructions coming from the Buyer. Testing and other quality control inspections are to be considered at the discretion of Algodue Elettronica. Transport costs of damaged and subsequently repaired goods (import duties and taxes too) will be charged to the customer.
The guarantee is subject to the respect by the Buyer of the contract obligations, with particular respect of the terms of the payment.
RETURN OF MATERIALS
The return of goods shall not be accepted after 8 days from the goods receiving. The return of goods shall only be accepted if previously agreed and authorised in writing (RMA) by Algodue Elettronica. The conditions for the return of goods are the following:
- original packing
- no visible damage
- indication of the purchase date and the RMA number on the return documents
- carriage (to and from the Algodue Elettronica’s premises), customs charges where due at the Buyer’s expense
For any dispute, the jurisdiction shall only be Foro di Milano according to the italian law in force.
Only our purchasing conditions will be applied. Without prior written authorization no general conditions of the supplier will be accepted.
Our conditions of purchase will also be valid for all future transactions with the supplier.
Orders, contracts and delivery orders and any amendments and supplements must be defined in writing. Orders and delivery orders may be sent by email.
Any verbal agreement defined before or during the conclusion of the contract will be valid only if confirmed in writing to Purchasing Department.
Unless expressly agreed the estimates are considered binding.
In case of non-acceptance by the supplier within two weeks of receipt, our Company may cancel the order. The delivery orders become binding if not contested by the supplier within 3 working days from receipt.
Deliveries notwithstanding our contracts and our orders will be accepted only with our prior written consent.
Dates and deadlines agreed upon are binding. For compliance with the date of delivery or of the deadline, the date of receipt of goods in our Company will prevail. If the agreed dates are not met provisions of the law will be applied.
In case of problems related to the production, procurement of raw material, compliance with the date of delivery or similar circumstances which could affect the timely delivery or quality agreed upon, the supplier must immediately give written notice to our Purchasing Department.
Partial deliveries will not be accepted unless they are expressly permitted or considered acceptable by our Company.
Unless otherwise agreed the prices are intended as DDP, including packing and exclusive of VAT. The supplier is responsible for the goods until the time of acceptance of such goods from our Company.
RIGHTS FOR DEFECTS AND RESERVE
The acceptance is subject to verification of the absence of defects on the object of the contract and in particular for checking the accuracy, integrity and suitability.
Our company can verify the object of the contract to the extent that this results possible under conditions of routine. In the presence of defects we will immediately send a relative claim.
The supplier withdraws to protest any claim submitted late.
In any case it is our right to choose how to overcome defects. If in presence of the requirements of Article .439, paragraph 2 BGB, the supplier has the right to refuse the procedure chosen by us to overcome the defects.
If the supplier does not provide for the elimination of defects immediately after our call to eliminate defects, our Company may, in urgent cases and to avoid serious risks of substantial damage, provide for the elimination of defects directly or through a third party. The limitation of the rights deriving from the vices of the sipplied object is 2 years.
The limitation of rights arising from defects in the goods shall start on the date of delivery of the object of contract.
In the case of a withdrawal of our products manufactured and / or sold, due to defective item provided by the supplier, or if, after such a circumstance, there was a deduction of the sales price or is advanced any type of claim against us, our Company reserves the right to ask for compensation against the supplier, without having to set a deadline.
For the ordered goods and / or products used for the services ordered shall refer to the following laws and regulations: RoHS, REACH, and ESD.
The safety datasheets of the goods ordered by us or the materials used for ordered services which are prescribed by the law or are available anyway by the supplier, must be forwarded to our Company.
Our Company reserves the right to own the toolings and the supplier may only use them for the production that we ordered. à¬
The supplier undertakes to ensure at its own expense the toolings owned by us for the new value with an insurance policy covering the risk of fire, flood and theft.
The supplier is required to perform at his own expense and in good time any maintenance and inspection where necessary.
Any faults must be reported promptly by the supplier. In case of culpable omission, we reserve all rights to claim refunds.
DOCUMENTATION AND CONFIDENTIALITY
All the technical or business information that will be sent by us will be kept secret to third parties and also the holding of the supplier will be made available only to staff members who must necessarily deal the supply to our Company.
Such staff members will in turn be bound by confidentiality obligations.
All this documents will remain our exclusive property. Without our prior written consent such material can not be duplicated or used for commercial purposes, except for deliveries provided to us. Upon our request, all information provided by us and the objects we granted on loan must be returned immediately and completely or in the case destroyed. We reserve all rights on this material.
The products made according to the documentation we realized, such as drawings, models, or according to our confidential information with our equipment or copied, can not be used directly by the supplier or offered or provided to third parties.
GENERAL RULES, JURISDICTION AND APPLICABLE LAW
The jurisdiction for all disputes arising directly or indirectly from the contractual relationship based on these general conditions of purchase will be the one of MILAN.
For contractual relations the Italian law will be applied exclusively.