1. CONTRACT CONCLUSION. The sales contract is understood to be concluded when the vendor accepts the purchase order.
The orders received through trade auxiliaries or intermediaries are understood as being assumed “except for approval by the main office”.
Execution of the supply by the vendor is considered as tacit acceptance of the order.
The offers, verbal or written, coming from the vendor, are not binding for said vendor.
2. PRODUCT MODIFICATIONS. Between the order confirmation date and the execution date, the vendor reserves the right to make changes,
without affecting the use and initial functions, that are deemed necessary for the best operation of the parts and equipment to be supplied; this does not constitute a reason for the buyer to withdraw
from the contract or to claim compensations or reimbursements of any kind.
3. DELIVERY OF GOODS. Delivery of goods is always considered to be free vendor’s works, unless other written agreements are reached.
The delivery terms are merely indicative and are not binding for the vendor.
Any delay in delivery or eventual partial execution of such delivery will not give the buyer the right to resolve the contract nor to claim compensation for direct or indirect damages, nor to delay, with
respect to the agreed upon deadlines, the payment of the supplies already invoiced.
The vendor reserves the right to extend the delivery periods and to resolve the contract without owing anything to the other party due to causes of force majeure.
In addition, the vendor reserves the right to suspend the delivery of the goods at any time if information is received indicating that thebuyer is in a financial position that would create any doubts about his solvency.
The vendor reserves a similar right if the buyer has delayed the payments, also for previous supplies.
The suspension of the delivery for the reasons described above can be avoided or revoked only if the buyer provides a suitable security; if not, the buyer cannot claim any compensation for damages from the vendor.
4. MINIM. NET AMOUNT. The minim. net amount each invoice Euro 100,00.
For lower amount we are forced to add Euro 25,00 as management costs.
5. SHIPMENTS. The shipments are always carried out for, at the expense and risk of the buyer (FCA RUBIERA - Incoterms 2010 ICC) and, if no instructions are provided by said buyer, with the means considered most appropriate by the vendor.For the Extra-EU countries the goods is delivered already cleared with FCA RUBIERA - Incoterms 2010 ICC, adding charges on the invoice, except for the shipments with Express Courier.
The goods travel at the exclusive risk of the buyer even if agreed and shipped carriage free.
Unless otherwise agreed upon in writing and signed by both parties, the buyer will be responsible for all for packing, insurance, transport, stock expenses, etc..
The goods are insured by the vendor only when timely requested in writing by the buyer who shall bear the expenses, indicate the general insurance conditions and exonerate the vendor from all responsibilities.
6. WARRANTY. The goods sold are covered by a general warranty that ensures the good quality of the materials, solid construction and regular operation for twelve months from the date of delivery.
During the warranty period, the vendor pledges to replace, free of charge, the parts which, in his unquestionable judgement, are considered defective, provided that the flaws and defects cannot
be attributed to poor use or maintenance of the product or an unreasonable, inappropriate and unsuitable use of such a product with respect to the technical instructions supplied by the vendor.
The warranty also excludes the products that are modified, repaired, mounted or tampered with by the buyer or by third parties.
The replacements will be made free vendor’s works and the buyer will be responsible for all shipping and return expenses.
The buyer will be responsible for the costs of the labour needed to replace the parts considered defective.
The resolution of the contract and any compensation for damage cannot be claimed by the buyer except for serious fault to be proven by said buyer.
The warranty will no longer be extended to the buyer if he does not respect the agreed upon payment procedures and deadlines.
7. CLAIMS AND RETURNS.The buyer must check the goods at arrival.
Possible claims must reach the vendor within 8 days. The claim will be followed up within 5 working days from its receipt.
Returns are possible only after previous written approval of the vendor with 20% charge for re-stocking costs refundable after checking the goods.
8. REPORTING DEFECTS IN GOODS. Purchasers and users of ARAG products have the sole responsibility for determining the fitness and suitability of said products for the applications for which they are used.
The claim for flaws or defects in the goods shall be submitted within eight days from when such goods are received, or from when hidden defects are discovered, in writing, by means of a registered letter.
No claim can be made, nor as an exception, in a court of law if the goods for which the claim is submitted have not been regularly paid.
Any claims concerning a single delivery of goods will not exonerate the buyer from his obligation to pick-up the remaining quantity of goods within the limits of the order.
9. PRICES. Unless otherwise agreed, the list prices in effect at the time of delivery or shipment of the goods will be applied and the prices are understood to refer to cash and for goods delivered free vendor works.
In any case, the vendor reserves the right to change the accepted prices at any time, for the case involving a variation in the construction cost for which he has no control.
10. PAYMENTS. The payments are considered as released only if made at the vendor’s offices, at the deadlines and under the conditions indicated in the invoice.
Acceptance of payments made in different locations does not constitute a wavier of the aforementioned principle.
The buyer will be responsible for any collection expenses.A default in payment of a single instalment or of a single overdue invoice or, in any case, the partial non-compliance in payments will be considered sufficient cause for the debtor to lose the benefit of theterm; in this case, the vendor reserves the right to request immediate and full payment of his overdue or falling due credit.
In any event, the total or partial default by the buyer gives the vendor the right to resolve the contracts in progress and claim compensation for the damages incurred in addition to the right to
resolve all the other contracts stipulated with the same buyer, but which have not yet been executed.
The payment of the fee is without any doubt owed for the case in which the goods ordered and made available to the buyer at the vendor’s works are not picked up for any reason.
Any down payment paid will be collected as reimbursement, without affecting the claim for grater damages.
11. OVERDUE INTEREST. For the case involving the lack or delayed payment of the agreed upon price or part of it and without any special communications to such regard being required, overdue
interest in favour of the vendor will be owed automatically from the expiration specified in the special sales conditions, determined as five percent more than the official discount rate in effect at the time of lack or delayed total or partial payment.
12. PATENTS. The vendor will not be responsible for any expenses or damage incurred by the buyer, deriving from law suits or legal proceedings against the buyer, based on claims relative to the fact
that: (a) the use of a product, or part of it, supplied under these conditions, together with products not supplied by the vendor or (b) a manufacturing process or the process for which a product or any
part of it is used, supplied under these conditions, constitute a direct or indirect violation of any patent or trademark.
The buyer will safeguard the vendor against any expense or loss caused by a violation of registered patents or trademarks deriving from the fact that the vendor has adapted his design based on specifications or buyer instructions.
13. COMPETENT COURT. The Court of Reggio Emilia will have legal jurisdiction for any and all disputes.
14. VALIDITY AND ACCEPTANCE. These conditions are to be considered valid and applied up to the issue and sending to the buyer of a subsequent version.
In addition, they will be considered accepted even without the buyer’s signature thirty days after the date they are sent to the buyer.