GENERAL CONDITIONS OF SALE
Art. 1 SALE
The terms of sale only include what is clearly and specifically described in the quotation or order confirmation issued by LOVATO Electric S.p.A. and regulated by these General Conditions of Sale waiving the Buyer’s own terms. Any exceptions shall only be valid if agreed in writing.
Art. 2 QUOTATIONS
LOVATO Electric S.p.A. quotations are valid for thirty (30) days from issue date and automatically expire thereafter.
Art. 3 MODIFICATIONS TO PRODUCTS
At any time, without prior notice, LOVATO Electric S.p.A. reserve the right and faculty to make alterations and changes to products, let alone the discontinuance of their manufacture, and, for products in the process of supply, to make constructional modifications for quality improvement.
Art. 4 PRICES
The prices are those of the specific current price list, VAT, duties and/or other taxes, if any, excluded, valid at the time of the sales contract finalisation; pricing includes packing, except for any special packaging other than the standard-supplied type.
Shipment, installation, commissioning and training of Buyer’s personnel as well as any other service or additional costs are all excluded.
Prices are not binding in any case; eventual increases of raw materials that may take place may lead to price change.
Art. 5 MINIMUM ORDER AMOUNT
Minimum order amount and the contribution for orders below agreed minimum amounts are to be defined during quotation, order confirmation or other sale contract requests.
Art. 6 Multiple packaging
Some products are supplied in multiple/indivisible units. Quantities misordered in relation to these products thereby shall be automatically rounded upwards to any multiple pack quantity.
Art. 7 PAYMENT TERMS AND OVERDUE INTEREST
Payment for the supply must be made on time according to details mentioned in LOVATO Electric S.p.A. quotations or order confirmations and payment transfers are at the Buyer’s risk, whatever means is chosen. In the event of delay even of partial payments, the Buyer is responsible for paying overdue interest – without prior notice – according to what is established by the Italian Legislative Decree n°231/2002.
Eventual disputes of technical or business nature do not entitle the Buyer to suspend payments.
Any breach by the Buyer of the terms of payment give LOVATO Electric S.p.A. the right to suspend pending supplies or to require advance payment for these.
Art. 8 CONDITIONAL SALE
LOVATO Electric S.p.A. maintains the right of ownership for all products supplied until they are fully paid for.
In the event of a sale contract termination, any partial payments received by LOVATO Electric S.p.A. shall be retained for damages, except when damages are reimbursed.
The right of ownership is extended to products sold by the Buyer to third parties and at the pricing of those sales, within the maximum limits foreseen by the laws enforce in the Buyer’s country which regulates these aforesaid clause conditions.
Art. 9 DELIVERY TIME
Delivery time stated in quotations and/or order confirmations takes effect only after the sale contract is finalised, and are for indication purposes only and dependent on products in stock. LOVATO Electric S.p.A. cannot thereby be held responsible for any delays.
LOVATO Electric S.p.A. reserve the right to extend the delivery time whenever circumstances take place beyond LOVATO’s control, thereby including damages to machinery or installations, let alone delays on behalf of suppliers as well as by the Buyer to completely fulfil the contract obligations, which include, in particular:
- the breach of payment
- the Buyer has not provided any required data in due time or does not promptly give approval of drawings or schematic diagrams, if any should be required
- during the contract period, the Buyer required modifications and LOVATO Electric S.p.A. had accepted them in writing
- the Buyer has not supplied materials of his competence in due time.
The sale is to be intended ex works at Via Don E. Mazza 12, Gorle BG, Italy, and this is also valid when it has been agreed that the shipment or part of it be handled by LOVATO Electric S.p.A. In any case, the Buyer is responsible for all risks once the products are consigned to the carrier at LOVATO Electric S.p.A. premises.
In the event of any breach and/or change in financial status and/or excess credit exposure of the Buyer, even if dependent on other sales, LOVATO Electric can suspend each and all supply.
Art. 10 DELIVERY TIME DELAYS
In case LOVATO Electric S.p.A. is not able to maintain the agreed delivery time for the products, written notification shall be given to the Buyer with the new foreseen delivery time, whenever possible.
Eventual delays cannot be attributed to LOVATO Electric S.p.A. due to force majeure, as specified in art. 12 herebelow, or other Buyer’s actions or omissions, for instance the lack of communication regarding specific indications about the supply of products, and/or the lack of completion of work of the Buyer’s competence.
Eventual delivery time delays attributed to LOVATO Electric S.p.A. with ninety (90) days from the agreed delivery time, do not give the Buyer the right to partially or totally terminate the contract or to obtain any indemnity for damages, except when it has been regularly agreed upon in the contract.
Whenever the delay attributed to LOVATO Electric S.p.A. exceeds ninety (90) days from the agreed delivery time, the Buyer has the right to terminate the contract for any undelivered products by giving a thirty (30) day written notice of default, and claim for damages actually demonstrated but for a maximum amount limited to 5% of pricing of products which were pending delivery.
With the exception of wilful misconduct or gross negligence by LOVATO Electric S.p.A., the payment of the aforesaid amount excludes any further damages for delayed or non delivery of the Products.
In any case, the Buyer cannot claim damages:
- if the products have been replaced with another on loan
- if it is not demonstrated that the delayed delivery has truly caused damages to the Buyer
- if the Buyer is not ready to receive the products.
Art. 11 WARRANTY AND GUARANTEE
LOVATO Electric S.p.A. guarantee the products subject of the contract are free from defects, relative to components and manufacture, as per terms and conditions indicated in the declared technical specifications, for a warranty period of twelve (12) months from the date the products subject of the contract are dispatched from LOVATO Electric S.p.A. premises.
LOVATO Electric S.p.A. do not guarantee the compliance of products to particular specifications or technical characteristics or their appropriateness for a particular purpose or usage except to the extent that the characteristics have been expressly agreed upon in the contract or in documentation referred to that effect by the contract.
LOVATO Electric S.p.A. agree to remedy any defect or lack of quality or compliance deficiency of products proven to be attributable to Lovato, providing the same is reported in writing within the validity period of the guarantee but within eight (8) days from discovery, yet failing to do so, the claim shall be considered null and void.
Any product repaired or replaced is guaranteed for a period equal to the previous one.
The guarantee does not include parts damaged by:
- normal wear
- improper use
- incompetence and/or negligence
- improper assembly
- improper environment conditions such as ambient, electrical, climatic, natural or chemical sort
- negligence in maintenance operations
- tampering with or repaired by a third party
- circumstances not subject to LOVATO ELECTRIC S.p.A. control.
The guarantee is subject to the Buyer’s respect of contract obligations, with particular regard to the terms of payment.
The Buyer is obliged to send back Products for guarantee claim to the LOVATO Electric S.p.A. head offices. After appropriate controls and testing, LOVATO Electric S.p.A. shall return the repaired or replaced equipment. All aspects of the carriage arising from the guarantee clause are at the Buyer’s expenses and risk.
Except the case of wilful misconduct or gross negligence, LOVATO Electric S.p.A. shall be responsible for the repair or replacement of the products in the event of defects, lack of quality or lack of conformity. The aforesaid guarantee is in lieu of any warranty or legal responsibility required by law, and excludes any other liability of the Buyer, whether it be laid down by contract or not, which may arise from the products supply. In no event LOVATO Electric S.p.A. is liable for any indirect or intangible damages or required to indemnify for more than the full amount of the single supply of products.
Art. 12 PRODUCT RETURNS
No product returns are accepted and shall thereby be rejected unless previously agreed and authorised in writing.
The acceptance of returned products for incorrect ordering and causes not due to us, depends only on LOVATO Electric S.p.A. indisputable discretion and at the conditions given herebelow:
- standard products normally held in stock
- original packaging
- no visible damage or tampering
- indication of the purchase date on the return documents
- validity of the product warranty
- credit note for 80% (eighty percent) of the invoiced value, VAT excluded
- handling charges amounting to EUR.20.00 payable by the Buyer
- carriage (to and from LOVATO Electric S.p.A. premises) at the Buyer’s expenses.
Art. 13 FORCE MAJEURE
Either party has the right to suspend the completion of the contractual obligations if such completion becomes impossible or unreasonably demanding because of unforeseeable events beyond control of that party, for instance strikes, boycotts, lockouts, fire, war (declared or not), civil war, riots, revolutions, natural disasters, requisitions, embargoes, blackouts, delays in the delivery of components and/or raw materials.
The party who avail themselves of this provision shall immediately notify the other party in writing the proceeding and termination of the contract for force majeure.
If the suspension due to force majeure continue for more than ninety (90) days, each party shall have the right to terminate the contract by giving written notice of thirty (30) days to the other party.
Art. 14 CONFIDENTIALITY
LOVATO Electric S.p.A. have full and exclusive ownership of technical projects, drawings, documentation and software programs made available and, under no circumstances, can be considered transferred to the Buyer.
The Buyer shall use them only for purposes strictly required to complete the contract, shall not reproduce or transmit them to third parties.
Art. 15 APPLICABLE LAW AND JURISDICTION
The sale contract, even if agreed with foreign countries, shall be governed by Italian law. For any dispute in relation to the nature, validity, interpretation and completion of the same shall be exclusive competence to the Italian court of Bergamo.
Conditions of Sale herein cancel and replace all previous ones.