1) GENERAL INFORMATION
The following sale conditions are applicable to offers and/or agreements between ELTE SRL / VENDOR and the BUYER. Acceptance of the order by ELTE SRL implies the BUYER's acceptance of these conditions.
The order shall be deemed to be definitive only following written confirmation from ELTE SRL. It is expressly agreed that, in the event of cancellation of the order by the BUYER, ELTE SRL will withhold advance payments already made against the total order price and may apply a penalty corresponding to 20% of the amount of the order, to compensate for any damage resulting from cancellation (unless the damage is greater). The VENDOR shall be entitled to the same compensation, which is not reducible, (unless there is proof of greater damage and/or there is a possibility of requesting enforcement of the contract) in the event of failure to take delivery of the goods within thirty days of their being made available. In fulfilling the order, the VENDOR shall adopt materials, components and machinery of the type, condition and quality considered, at its sole discretion, to be appropriate for the purpose; even following receipt of the order, the VENDOR may make any modifications which, again at its sole discretion, constitute appropriate improvements.
Prices are intended ex-works, net of transport, port and insurance costs, with the exception of special agreements agreed specifically in writing. Prices do not include V.A.T., which must be added to the rate legally applicable at the time. With regard to the articles in the catalogue, the applicable prices shall be those in the ELTE SRL price list in force. Prices for other articles shall be established on each occasion.
4) DELIVERY DATES
The delivery dates are always intended as "indicative" and the agreement shall remain fully and unconditionally effective whatever the actual delivery date. In no case shall failure to respect the term give rise to any right to compensation.
5) DELIVERY – COMPLAINTS
In the absence of other written agreements, ELTE SRL shall proceed with transport on behalf of and at the expense of the BUYER using whichever means are deemed appropriate. All transport, including carriage paid delivery, is at the BUYER's risk. The VENDOR undertakes to insure the goods against damage during transport only following an explicit request of the BUYER and at the BUYER’s expense. It is the BUYER's responsibility to check the condition and nature of the goods on arrival. Any loss or breakage found must be notified to the carrier within three days, via registered letter with advice of delivery. Any complaints relating to deliveries not corresponding to the order must be made immediately to ELTE SRL and confirmed in writing within eight days of receipt of the delivery. In the absence of such a complaint, ELTE SRL shall be exonerated from any liability to the BUYER. Goods which need to be returned will only be accepted subject to prior agreement in writing from ELTE SRL and must arrive free of any duties and charges. Delivery may be suspended or postponed by the VENDOR at any time if, at its sole discretion, the commercial, economic and financial references of the BUYER do not provide sufficient guarantees for satisfactory fulfilment of the order.
Once notice has been given that the goods are ready, ELTE SRL will issue an invoice leading to payment terms coming into effect. Payments must be made to the VENDOR's registered address before the expiry date indicated in each invoice, without any reductions, also purely in order to round down amounts. No reason, action (including legal action) or objection by the BUYER may in any way justify delays or suspension of the payments agreed; failure to pay even one invoice shall lead to immediate expiry of the term, making all credit due immediately to ELTE SRL, including payments which have not yet expired, without the need to bring any formal default action. Annual interest at a rate of 2%, in addition to the legal interest in force, will be charged for delays to the payments agreed (when these do not entitle the VENDOR to request cancellation of the contract). Any taxes, duties and additional charges shall be the responsibility of the BUYER.
The VENDOR guarantees that its products are free from manufacturing defects and flaws in the materials and working for a period of one year. During the guarantee period, the VENDOR undertakes to remedy any defects and flaws evident in the materials and/or working in the time required. Defective parts will be repaired free of charge or, at the sole discretion of the VENDOR, replaced; transport and/or despatch costs shall always be the responsibility of the BUYER. This undertaking by the VENDOR excludes all other effects of the guarantee provided for by the law. The ELTE SRL guarantee is not applicable to replacements or repairs resulting from normal wear of the material, from its defective use, from failure to respect the instructions for use or maintenance, from defects in maintenance or supervision, or from faults deriving from the use of spare parts or materials which do not originate from ELTE SRL. Furthermore, this guarantee will cease to have effect in the event that the BUYER carries out repairs or modifications himself or has such work carried out by third parties without the written consent of ELTE SRL. In no case may the BUYER demand cancellation of the contract, a price reduction or payment of damages of any kind including, in particular, claims for time machinery is not operational.
8) PROCEDURE FOR ACTIVATING THE GUARANTEE
Before returning the product under guarantee, the BUYER must first receive the written approval of ELTE SRL. No complaints will be accepted or credit given without such authorization. The cost of the relevant packaging and insurance for transport shall be entirely the responsibility of the BUYER, who must dispatch the product carriage paid with the request for application of the guarantee. The returned product must be accompanied by an explanation of the presumed defect or of the problem reported, with an indication of how the product is used. If a manufacturing or material defect is found in an ELTE SRL product during the guarantee period, ELTE SRL will repair the product and will ship it back ex ELTE SRL works. The BUYER shall be fully responsible for the removal and shipment of the product to ELTE SRL, for its reinstallation after return to the BUYER, as well as for any incidental or consequential damage resulting from the defect, removal, reinstallation, shipment and any other cause.
9) THIRD PARTY LIABILITY
The VENDOR is relieved of all responsibility for all direct or indirect damage and loss of income, which may result from breakdown or defects in the goods supplied. The VENDOR is expressly exonerated from all responsibility and liability for any accidents or damage to persons or property which may occur as a result of or during the use of the motors or dependant on these: this also applies if the accident or damage results from defects in the manufacture and/or materials.
10) APPLICABLE LAW AND PLACE OF JURISDICTION
The sales agreement and the general conditions of sale are subject, and hence regulated, by the Italian laws in force. For all disputes and/or disagreements linked to and resulting from this agreement, its execution or cancellation, the place of jurisdiction shall be Vicenza Courts. ELTE SRL THE BUYER COMPANY STAMP AND SIGNATURE OF ITS LEGAL REPRESENTATIVE According to articles 1341 and 1342 of the Italian Civil Code, the following clauses are specifically approved as detailed below: clauses no. 2 - Orders; no. 4 - Delivery dates; no. 5 - Delivery and Complaints; no. 6 - Payment; no. 7 Guarantee; no. 8 - Procedure for activating the guarantee - no. 9 – Third party liability; no. 10- Applicable law and place of jurisdiction. THE BUYER COMPANY STAMP AND SIGNATURE OF ITS LEGAL REPRESENTATIVE