Sales conditions and warranty
General sales conditions and warranty
1. Formation of the contract
1.1 The sale agreement shall be exclusively governed by these general conditions of sale and in no case other provisions or clauses of any kind inserted in documents issued by the Purchaser, or in any other manner whatsoever made known shall be deemed as applicable, unless expressly approved in writing by AUTEC S.r.l. (“AUTEC”).
1.2 AUTEC’s offers are not irrevocable, they shall be valid for 30 days as of the date of issuance and they are subject to changes in consideration of the data available at the moment of their issuance.
1.3 Purchasers’ orders shall be deemed as valid and binding for a period of 30 days as of the date of the relevant receipt.
1.4 The sale agreement shall be considered as effective upon receipt by the Purchaser of the order confirmation sent by AUTEC after the receipt by the latter of the order or of the “copia commissione” signed by AUTEC’s agent, as well as of these general conditions duly undersigned by the Purchaser (“Agreement”). In any case, the Agreement shall not be deemed as effective unless the Purchaser has agreed on each of the provisions of these general conditions of sale.
1.5 Any amendment or addition to these general conditions of sale shall be previously agreed from time to time in writing by the parties and duly signed by their duly empowered representatives. These general conditions, mutatis mutandis, shall apply also to the sale of the spare parts.
1.6. AUTEC shall be the sole owner of the documentation and of the sampling provided to the Purchaser for the execution of the Agreement. Unless otherwise authorized by AUTEC, said documentation shall not be available to third parties and, upon request, it shall be restituted to AUTEC.
2. Terms of delivery
2.1 The terms of delivery shall be 90 (ninety) days as of the entering into force of the Agreement.In no event the term of delivery shall be deemed as of essence and, therefore, in case of late deliveries, not due to willful misconduct or gross negligence, the Purchaser shall not be entitled to withdraw or terminate the Agreement, without prejudice to what set forth by the following paragraph 2.2.
2.2 AUTEC shall however promptly notify the Purchaser of any delay with respect to the agreed delivery terms, and it shall indicate the new scheduled delivery date. In case of delays exceeding 30 (thirty) days as of the agreed dates, the Purchaser shall be entitled to withdraw from the Agreement or to terminate the same by sending a written notice to AUTEC within 5 (five) days upon receipt of the notice of the new delivery date.
2.3 Unless in the event of willful misconduct or gross negligence, AUTEC shall in no case be deemed as liable for damages suffered by the Purchaser as a consequence of late deliveries of the goods.
2.4 Unless otherwise agreed in writing, being it agreed that Inconterms 2000 rules shall apply in any case, the goods shall be delivered Ex-Works (Incoterms 2000) AUTEC’s premises at via Pomaroli 65, 36030 Caldogno (VI). AUTEC shall notify to the Purchaser by facsimile, phone or e-mail, the date of collection of goods. Upon expiration of the date of collection of the goods, as above notified, the goods shall in any case be deemed as delivered to the Purchaser regardless of the actual collection of the same, with the consequent transfer to the latter of the risks of perishing or of damages of the goods and expiration of the terms of warranty and of payment.
3. Price and payments
3.1 The price of the goods shall be the one indicated by AUTEC in the order confirmation. Unless otherwise specified, the price shall be deemed as net of VAT. Unless otherwise agreed in writing by the parties, payment shall be made within 5 (five) days as of the date of the delivery of the goods to the Purchaser.
3.2 Should the Purchaser fail to comply with the agreed payment terms, as well as should the Purchaser fail to timely pay the goods previously delivered by AUTEC, even if related to other contractual relationships, AUTEC shall be entitled to suspend the relevant deliveries until full payment of the outstanding credit has been made and until proper guarantees for future deliveries have been given by the Purchaser. In case of late collection or failure of collection of the goods, the Purchaser shall not be entitled to any extension of the payment terms. Payments made by means of securities, promissory notes, cheques, assignments of credits or other means, will not give rise to novation of the original contractual relationships and they shall be deemed as accepted by AUTEC subject to actual collection of the due amount. The expenses for collection, deduction, registration, etc. of securities or effects shall be borne by the Purchaser. Should the Purchaser fail to comply with the agreed payment terms, AUTEC shall be entitled to charge interests on the unpaid amounts at the rate provided by the applicable Italian law for late payment in commercial transaction (Legislative Decree dated October 9, 2002, n. 231 and following amendments), which has been issued in compliance with the EC Directive 2000/35/EC.
3.3 In no case the Purchaser shall be entitled to compensate the amount due to AUTEC as price, with any amount due by AUTEC at any title whatsoever.
4. Retention of title
4.1 AUTEC shall be the sole owner of the goods subject matter of the Agreement until the date of their full payment. Nevertheless, all risks are transferred to the Purchaser as of the date in which the goods are delivered, irrespective of the date of the actual transfer of the ownership of the goods.
4.2 Should the Agreement be terminated due to the Purchaser’s breach of contract, the instalments already paid by the Purchaser shall be kept by AUTEC as an indemnity, without any prejudice to AUTEC’s right to claim further damages.
5.1 Autec S.r.l. (hereinafter referred to as “Autec”) guarantees that the system will be free from defects in material and workmanship for a twenty-four month (24) period, running as of the date respectively provided in the following paragraph 2, unless longer term are set forth by specific conditions granted to the Purchaser. The warranty shall apply, within the limitations and the conditions set forth below, to all the components of the system and it shall cover the expenses for the workforce's interventions at Autec's repair facilities or at its Authorized Service Provider. The absence of faults and defects in spare parts is however warranted for a twelve month (12) period, running as of the date respectively provided in paragraph 2. Pursuant to the present warranty, Autec, directly or through its Authorized Service Provider, shall repair or replace free of charge the components which, at its sole discretion, are acknowledged and accepted as defective; it is in any case excluded the new replacement of the system and the extension or the postponement of the warranty terms after the repair. Interventions within the warranty period might be alternatively carried out at Autec's repair facilities or at its authorized Service Providers. Intervention within the warranty period at Autec's repair facilities: the system or one of its components, adequately packed, shall be sent to Autec; the shipping expenses shall be borne by the Purchaser (or by the final purchaser) who shall also bear the related risk, while the repaired goods shall be delivered at Autec's care, expenses and risk. Intervention within the warranty period at an Authorized Service Provider: the system or its components shall be brought at the Authorized Service Provider for the relevant repair at the Purchaser's (or at the final purchaser's) own care, cost and risk; upon repaired it shall be collected by the Purchaser's (or by the final purchaser's) at its own care, cost and risk. Otherwise, should the Purchaser (or the final purchaser) request intervention within the warranty period at its premises or at its construction site, they shall bear the intervention's costs according to the fees usually charged by Autec or by its Authorized Service Providers. The ownership of all the components replaced within the warranty period shall be automatically transferred to Autec.
5.2 The warranty 24-month term is effective as of:
a) the date of the sales invoice issued by Autec, if the warranty intervention is requested by an Autec's direct customer;
b) the purchase registration date on Autec website (www.autecsafety.com/warranty);
c) the date of actual purchase as demonstrated by a document showing such purchase, in case of purchase from Autec authorized dealers, retailers and/or importers, or through any other channel legally active on the market. It is understood and agreed that if case b) or c) apply, the warranty period shall not be longer than 36 months from the date of the first sales invoice of the products issued by Autec.
5.3 Subject to forfeiture of warranty, the Purchaser shall notify in writing any faults and/or defects found within 8 (eight) days as of the date of delivery or, in case of hidden faults or defects, within and not later than 8 (eight) days as of the date of the relevant detection. The burden of the proof of the date of detection shall be borne by the purchaser.
5.4 Without prejudice to the application of the provisions in force concerning System Liability, as well as to the liability for wilful misconduct or gross negligence, Autec's obligations and the Purchaser's right to the warranty shall be limited to the repair and/or replacement of the components found to be defective, pursuant to what provided for by the previous Clause 1. It is therefore expressly excluded any right of the Purchaser to claim for direct, indirect or incidental damages suffered as a consequence of faults or defects of the goods within the warranty period, such as, but not limited to, damages caused by non usage of the system or by machine downtime, as well as loss of profit. Furthermore, the Purchaser shall not be entitled to terminate the relevant sale agreement in case of defects found on the goods as referred in this warranty.
5.5 The warranty period hereby provided for shall apply only to Autec goods in their original configuration, included accessories, if any. The warranty shall not apply to faults and breakage caused by:
b) overvoltage/overcurrent, chemical and electrochemical agents, weather phenomena;
c) installation, adjustment, repair modification and use of equipment not in compliance with the specifications provided for in the manual, or in breach of the technical and/or safety measures, laws, rules and accepted practice required in the country of use, and anyhow not authorised by Autec;
d) working anomalies that can be solved by following the instructions provided in the user manual;
e) any other improper use of the system not authorized by Autec. It is furthermore understood that the warranty shall not apply with regard to the replacement of components subject to wear and tear, of batteries and of fuses.
5.6 In addition, the warranty shall not apply if:
a) the product has been repaired by third parties, not authorized by Autec;
b) the product has been tampered with, improperly used, damaged, improperly maintained, incorrectly tested, anyhow modified or altered, including if trademarks or logos have been removed.
6.1 Returns and replacements of purchased goods shall always be authorized in writing by AUTEC. The authorization to return or to replace is granted solely with reference to goods not in compliance with the order issued. Returns and replacements shall not be accepted after 3 (three) months as of the date of delivery of the goods. Unless otherwise agreed in writing, all the returns shall be sent by the Purchaser Delivery Duty Paid (Incoterms 2000) AUTEC’s warehouses located in via Pomaroli, 65, 36030 – Caldogno (VI), in their original packaging perfectly undamaged and containing all the manuals and the installations accessories. AUTEC shall be entitled to return to sender the goods received without authorization or not complete in each part.
6.2 In case the returned goods are actually not as per order, then AUTEC shall be entitled, at its discretion, to replace, modify or credit the goods to the Purchaser. Unless otherwise agreed in writing, extra costs borne by AUTEC shall be charged to the Purchaser. The replacement and the restitution of the modified goods, shall be carried out pursuant to the terms and ways set forth by paragraph 2 of these general conditions.
7. Technical Assistance
7.1 Any query of assistance shall be submitted by the Purchaser to AUTEC or to AUTEC’s Authorized Assistance Provider.
7.2 At the time of delivery of the goods, the Purchaser shall provide AUTEC with the name of the contact person in charge for the assistance, as well as with all the data required for on line assistance, with facsimile number and with e-mail address. 7.3 Any out of warranty intervention on a good shall be warranted by AUTEC for a period of 12 (twelve) months on the single component replaced and/or on the specific repair carried out.
The goods supplied by AUTEC will be accompanied by all the relevant documents and safety requirements in compliance with the EC legislation in force.
9. Specific provisions of the sector The use of radio frequencies may be subject to special authorizations by the competent Authority and it shall be exclusively granted on the frequency bands assigned. The procedures of authorization and the relative regulation shall depend on the rules of the Country where the goods are used.
10. Expenses and taxes
Any charges, duties and taxes, present and future, with no exception, levied on the Agreement, also with reference to the registration of its provisions, as well as on the relevant invoices shall be borne by the Purchaser.
11. Applicable Law
These general conditions, as well as the agreements to which they will apply, shall be governed by and construed in accordance with the Italian law. Should the contractual relationship be interpreted as an international sale of goods, it is hereby expressly agreed that the UN Convention on the International Sale of Goods (Wien Convention – 11th April 1980) shall not apply.
12. Exclusive Court
All disputes arising out of or relating to these general conditions of sale as well as to the Agreement shall be exclusively submitted and settled by the Court of Vicenza, Italy. However, as a partial derogation from what stated above, AUTEC shall be entitled to institute proceedings against the Purchaser before the competent Court of the place where the latter has its registered office.