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General conditions of sale
1. PROCEDURAL SUPPLY OBLIGATION
The general conditions of sale referred to below are always applicable to each customer order.
Therefore, any supply clause in contrast with these general conditions written by the customer on his orders or on any other document sent to DEMECO Electronics srl is considered null. The customer must send the orders to DEMECO Electronics in written form. DEMECO Electronics reserves the right to accept telephone and verbal orders. The order is considered completed when the customer receives written acceptance of the same order confirmation by DEMECO Electronics or, failing that, automatically after 15 days from reception of the order by DEMECO Electronics. All offers and prices are indicative and not binding, unless they have been expressly indicated in writing as binding. Separate agreements of any nature must be expressly confirmed in writing. If the prices are not expressly stated in writing as fixed prices, DEMECO Electronics will have the right – even after the order confirmation – to apply the prices valid on the day of supply.
Returns, partial or total cancellations are not accepted without prior written authorization from DEMECO Electronics.
2. CURRENCY REVALUE
The agreed prices for the import material are linked to the parity between the currency of the importing country and the value of the euro currency at the time of invoicing. DEMECO Electronics will have the right to apply a currency adjustment at the time of invoicing the material if the parity has changed in the meantime. The customer undertakes to automatically accept this variation unless the contrary is expressly stipulated in writing.
3. PACKAGING & SHIPMENT
The goods are delivered ‘ex our warehouse’ and unless otherwise specified by post, rail or courier, at the choice of DEMECO Electronics. Transport costs will be charged on the invoice under cost. The goods to be shipped are packaged according to commercial customs with the exclusion of any responsibility borne by DEMECO Electronics. The risk of transport is borne by the customer even if prices have been agreed ex-station of delivery of the goods, and when the transport of the goods is carried out with the means of the seller. The transported goods are not insured by DEMECO Electronics unless expressly agreed between the parties. The customer renounces as of now any recourse against DEMECO Electronics in the event of theft, fire, loss or any other damage that may occur to the goods from the moment in which they have been prepared for shipment.
4. PAYMENT & CONDITIONS OF PAYMENT
Invoices have to be paid within 30 days from the date of issue, unless otherwise agreed in writing. Bills of exchange are not valid as cash payments and exclude the granting of the cash discount. After the expiry of the payment term, interest on arrears at the rate of 2% above the official discount rate will apply. Payment must be made in the currency shown on the invoice.
5. PROCEDURES SURROUNDING PAYMENT
6. PAYMENT DELAY
In case of non-payment of the price – as in the terms referred to in ¶ 4 – the customer is considered in default, without the need for any notice from DEMECO Electronics. Failure to pay an invoice within the established term also entails the early expiry of the terms of any invoices issued by the same customer for other supplies of products. In this case, therefore, all prices will become instantly due, and default interests will be applied to the contractual extent.
7. TERM OF DELIVERY
The delivery dates indicated by DEMECO Electronics as well as those indicated on the orders by the customer are intended as indicative and not binding and are subject to variations due to the availability of the goods from suppliers: delays in deliveries due to these variations in availability are not attributable to DEMECO Electronics, which is not required to pay compensation for any damage suffered by the customer.
DEMECO Electronics also reserves the right to suspend delivery of the goods if the customer has not paid the balance of invoices relating to other supplies whose payment terms have expired. The goods will be in effect delivered to the customer when they are collected by the carrier or by the customer himself at the DEMECO Electronics warehouse.
8. RIGHT TO REFUSE SUPPLY
Causes of force majeure and other circumstances, including of a political nature that prevent the regular supply or free use of raw materials or means of work, allow the seller, at his choice, to move the delivery terms for the entire supply or for part of it or even to withdraw from the contract both entirely and in part, without this giving the customer any claim against DEMECO Electronics. Cases of force majeure are moreover to be considered accidents (at work incidents, illnesses, etc.) and any other circumstance on which a total or partial reduction in work may depend, as well as the lack of raw materials, difficulties in transport and supply of electricity. If DEMECO Electronics has not withdrawn, following intervention or force majeure causes, from the contract, the customer’s commitment to collect the goods remains valid despite the delayed supply.
9. PARTIAL, EXCESSIVE & SCARCE SUPPLIES
DEMECO Electronics has the right to make partial deliveries. On the agreed quantities, DEMECO Electronics is allowed to make deliveries in more or less up to 5%.
By warranty we mean the right to repair or to free replacement of products recognized as defective exclusively by DEMECO Electronics, provided that the defects are reported promptly in accordance with this clause. The warranty for faults and defects governed by art. 1490 of the Italian Civil Code is expressly excluded.
If within a maximum period of one week from the receipt of the goods by the customer and, in any case, before its use, transformation, processing and further destination, a written report containing the specific indication of the defects of the goods is not sent to DEMECO Electronics, the same is understood as approved and accepted. The defective product must be sent to DEMECO Electronics at the customer’s care and expense. For defects not recognizable at the time of delivery of the goods, the written report must be sent to DEMECO Electronics immediately after discovery and, in any case, no later than three months from said delivery; after three months from the aforementioned, therefore, the goods are understood, even in the presence of defects, as approved and accepted. The presence of any flaws and / or defects in the products does not entitle the customer to suspend payment of the price.
In the event of a well-founded complaint, the customer only has the right to have the defect rectified or to supply replacement goods free of defects.
Any liability of DEMECO Electronics for indirect or consequential damages is excluded. A difference of about 1% is to be considered normal and not legitimate complaint for defects. Returns will not be accepted unless authorized in writing after an investigation based on a written and detailed report from the customer on the reasons for the discard. Tolerances of 1% on the quantities supplied are to be considered normal and cannot give rise to reinstatement or to the right of credit.
11. PROPERTY RESERVATION
Until full payment of any credit deriving from business relationships, including any ancillary credit and until payment of the bills and checks delivered, the ownership of the goods remains reserved to DEMECO Electronics. The retention of title does not exclude the customer’s right to use or dispose of the goods as part of the normal course of his business. The customer cannot earmark neither pledge the goods subject to retention of title. In the case of processing of goods subject to retention of title, in the sense that the same is transformed into a new object, the transformation takes place at the expense of the customer. In the case of processing with different goods, not owned by DEMECO Electronics, the customer already assigns to DEMECO Electronics the ownership and co-ownership of the objects resulting from the processing, up to the amount of the shareholding of the goods subject to the retention of title.
12. PLACE OF FULFILLMENT AND JURISDICTION
Place of fulfillment is the registered office of DEMECO Electronics. Jurisdiction for both parties is exclusively that of Milan. This also applies if checks and bills have been issued.
13. APPLICABLE LAWS
The applicable law regarding the matters of this contract is to be considered the Italian one. The provisions of the Italian Civil Code are applied – as well as the legislation on the matter provided for by the Italian jurisdiction – for all that is not conventionally agreed in this contract.
Pursuant to art. 1341 and 1342 of the Italian Civil Code it is declared that the conditions to be specifically approved concern the provisions of the clauses:
3 – Packaging and Shipping
6 – Late payments
8 – Right to refuse the supply
9 – Partial supplies
10 – Complaints for defects
14 – Jurisdiction
15 – Applicable laws.