Sales Terms

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Sales Terms


We hereby define
"Seller" as ICEM s.r.l. with address at Via Corriera, 40 – 48010 Barbiano di Cotignola (RA), Italy – VAT No. IT01137990394
"Purchaser" as the company, firm or individual who places a purchase order. These terms of sale are integral to any contract between the two parties and prevail over any conditions set down by the Purchaser, except when agreed otherwise in writing between the Seller and the Purchaser.

An offer is valid for a period of no more than 30 days, unless clearly stated otherwise. The Seller reserves the right to cancel or review the estimates and/or the conditions at any time before issuing written confirmation of the order.

All orders placed with our staff, collaborators, partners, agents or authorised representatives always "require the Seller's Approval". The Seller has 30 days after receipt of an order to approve it. The purchaser cannot cancel the order during this period. Each order is considered accepted only following the Seller’s written confirmation. A processing fee of € 5.00 shall be applied to orders with a value of up to € 100.00 (one hundred Euro, excluding additional expenses and VAT). A confirmed order can be modified only after the Seller's evaluation, and the sale price is updated accordingly. Any changes made to the order have to be confirmed by the Purchaser in writing and require the Seller’s written acceptance. The Purchaser can cancel an order confirmed by the Seller within 3 (three) working days of the order confirmation. In this case, the Seller reserves the right to accept the request to cancel the order and to charge € 100.00 (one hundred Euro) as a processing fee.

The prices, unless clearly stated otherwise, are ex-works, exclude packaging and are net of VAT and all other charges, taxes, rates, customs duties and/or any other necessary costs. Unless stated otherwise in writing, these costs and expenses are to be borne in full by the Purchaser. The supply and, therefore, the price, include only what is stated in the offer or the order confirmation.

The period for delivery begins on the date when the order is accepted by the Seller and is confirmed in writing to the Purchaser by the order confirmation. The customer's specific requests for delivery are indicative in any case. The delivery time is stated in the order confirmation. Delivery is extended in the event of anything outside our control, such as the absence of data required for the manufacture of the machine, delays in confirmation of any working drawings and diagrams, modification requests for work in progress (confirmed by the Seller), delayed payment of the goods in question, or of other material, by the same Purchaser, the Purchaser’s financial statements indicating difficulty to complete payment of the goods, delays in the delivery of materials by our suppliers, difficulty finding the materials, strikes, unforeseeable events not attributable to the Seller without any limitation, etc. The delivery of the machines, in accordance with article 1510 of the Italian Civil Code, is arranged at the Seller's premises. The goods are delivered to the Purchaser or entrusted to a Courier, even when delivery is free. The Purchaser has to arrange the means of transport - whether his own or that of a third party. Transport of the goods is always at the Purchaser's own risk, even when it is mutually agreed that we use one of our own vehicles or that we organise transport. Any delays in the delivery of goods cannot be attributed to the Seller. The Seller is not obliged to accept the return of products, unless there are written agreements signed by both parties. In which case, the Purchaser is required to pay the expenses.

All the products manufactured by the Seller are given a final standard test at the Seller's premises before delivery, to check smooth and efficient working order. This test is final and conclusive. If the test reveals that the material does not meet the essential characteristics stated in the contract and the Seller is not able to fulfil its obligations, the Seller has the right to renounce the order with the sole obligation of returning the payments received without interest costs, and without the right of the Purchaser to claim compensation or recompense for damage.

The Purchaser must check the quantity, packaging, integrity and conformity of the products upon receipt, and write any objections on the transport document. Complaints must be made in writing within and no later than 8 (eight) working days from delivery. After this period, the Purchaser's failure to check the goods and to start up the machines cannot be provided as an excuse. The products must remain at the Seller's disposal for inspection. Complaints must be made to the Seller in writing within eight days from receipt of the goods, indicating in detail all reasons and defects/faults encountered. If no complaints are given within the above terms, the machines concerned are considered to have been approved and accepted by the Purchaser.

The Seller guarantees that the products have no defects and conform to the technical specifications declared by the Seller. The warranty is valid for 12 (twelve) months from the date of delivery and applies to products used in the environments and for the applications stated and agreed during the order phase. Any improper use, which includes overloading, is prohibited and exonerates the Seller from all types of civil and penal responsibility, and voids the warranty. The warranty terminates : twelve months after delivery, even if the products have not been used; in the case of tampering, changing or replacing product parts without the Seller's authorisation; in the case of repairs by technicians not authorised in writing by the Seller; arbitrary changes made by the Purchaser; accidents or force majeure; natural wear and tear; faults caused by carelessness or negligence of the purchaser or of the purchaser's staff; loading over the limits stated in the contract. The warranty becomes void if the purchaser does not fulfil the contractual obligations. The warranty does not cover: parts and damage caused by normal wear and tear , incorrect use and negligent use and maintenance. The Seller shall replace and/or repair products with manufacturing and/or design defects within the terms of the contract without the obligation to offer compensation for direct and/or indirect damage and/or damage attributable to the defects. In accordance with article 1494 of the Italian Civil Code, the Purchaser is not given compensation for downtime or for expenses, claims and damage that can be attributed, either directly or indirectly, to the defective quality or operation of the machine or to the above-mentioned repairs or replacements. In no case can the terms of expiry and the requirements and provisions of article 1495 of the Italian Civil Code be overridden or extended. The warranty only covers the replacement or repair of parts that the Seller finds to be faulty or defective due to material or manufacturing defects, with the exclusion of any other or different obligations. All transport relating to operations under the terms of the warranty incur expenses and risks and dangers to be borne by the Purchaser. The Purchaser must ask the Seller, in writing, for authorisation to return a defective part. After receiving the Seller's authorisation, the Purchaser can return, at his own cost, the defective part. The warranty is applied only after the Seller has inspected the parts in question. Repairs and replacements under the terms of the warranty are carried out at the Seller's premises. When the Purchaser arranges with the Seller to have parts replaced/repaired at his own premises, the Purchaser is required to bear all costs, travel and subsistence expenses incurred by the Seller's personnel, and to provide any additional equipment and personnel to carry out the work as quickly and safely as possible. The cost of the repair/replacement of parts not covered by the warranty is to be borne in full by the Purchaser. The parts replaced under the terms of the warranty are and remain the property of the Seller.

Payment must be carried out in accordance with the agreed terms and conditions. Any compensation, discounts or deductions require the written consent of the Seller. The Seller reserves the right to apply interest on late payment as from the date on which payment falls due. Interest is calculated on the basis of the official rate indicated by the Ministry of the Economy and Finance increased by 7 (seven) per cent, in accordance with Italian Legislative Decree 231/2002. Payments are not recognised unless made directly to the Seller. Any exceptions to this rule and/or payments to be made to appointed staff, require the Seller's written authorisation. In the case that the Purchaser does not make payments in accordance with the agreed terms and conditions, or in the case of protests, proceedings, activities not in accordance with the ordinary course of business, and in the case that the Purchaser has insufficient funds to complete payment, the Seller can, at its own discretion, suspend or cancel all other deliveries, and request a deposit or advance payment in part or in full.

Ownership of all the goods and accessories supplied, everything included and nothing excluded, even including any accessories, is acquired by the purchaser upon payment of the final instalment of payment and, therefore, when the invoice has been settled in full. Non-payment of even one instalment may give rise to the Seller withdrawing from the contract. The Seller will have the right to reclaim ownership of the products and, therefore, to withdraw the machines and accessories given to the Purchaser or third parties, resorting to a court order if necessary. The Seller reserves the right to withhold any instalments already paid by the Purchaser by way of indemnity and as compensation for devaluation as a result of use, expenses, etc., except for major damage. The Purchaser cannot, therefore, claim ownership of the machines without the Seller's consent. All infringements of this clause and rule that affect our rights are dealt with in accordance with civil and penal law. When retention of title also concerns third parties, the relative act has to be registered by the Purchaser.

All drawings, photographs, pictures, descriptions, technical data, criteria and any other data and information regarding the products are purely indicative. Any differences do not constitute grounds for refusal of the goods or for complaints. The Seller retains ownership of documents, data, pictures, photographs etc that the Seller provides the Purchaser. This material cannot be modified at the Purchaser's discretion unless both parties agree otherwise in writing. All plans, drawings, technical data and all other material and technical information provided as part of the offer or separately, remain the property of the Seller and cannot be reproduced or divulged to third parties without the written consent of the Seller and the Purchaser is forbidden from putting these to any use other than those stated in the contract. The Purchaser declares to have freely chosen the goods from among the Seller's range of products. The Seller is not responsible for the Purchaser's use and operation of the product. The Seller is not responsible, in any case, for use of the products and the suitability of the products for use and the practical purpose for which they are intended - either individually or in combination with other products, or in the vicinity and/or inside complex equipment. The Seller is solely responsible for the efficient operation of the products provided, in relation to the characteristics and performance data expressly indicated by the Seller.The Seller cannot, in any case, be held responsible for any direct and/or indirect damage or damage due to defects attributable to the Purchaser or third parties, including downtime, physical injury or damage to objects or other. The Seller reserves the right to make changes to the product at any time, for production reasons, providing said changes do not significantly alter the performance and/or specifications of the products. The ownership of the products is transferred from the Seller to the Purchaser only after payment of the invoice and of all other associated costs has been received in full. All the identification plates and/or other forms of identification on the products sold by the Seller must remain in place: they must not be removed without the Seller's written consent. Any alterations and/or changes made to the markings or technical data, or to the information plates provided by the Seller, constitute forgery and illegitimate conduct by the Purchaser or third parties in possession of the products, that can be pursued by the Seller. In these cases, the Seller reserves the right to terminate the product warranty.

All supply agreements, even with foreign Purchasers, are subject to Italian law. All disputes shall be settled at the court of Ravenna, Lugo, Italy. The Purchaser cannot choose another Court even with regard to the Warranty or related actions. The invalidity of all or part of an individual provision of these General Conditions of Sale does not affect the validity of the other clauses. These General Conditions of Sale are available in both Italian and English. If anything is unclear, the original document in Italian shall prevail.

The Purchaser's personal data shall be handled in accordance with the provisions of the Italian law relating to the handling of personal data (Legislative Decree 196/2003). The Seller informs the Purchaser that the Seller is the Data Controller and that the Purchaser's personal data shall be collected and handled solely for the execution of this agreement. In accordance with Article 7 of Italian Legislative Decree 196/2003, the Purchaser has the right to request the Seller to update, correct, integrate, cancel and ensure the anonymity of the data.

The present General Terms and Conditions of Sale have been drafted in both Italian and English languages. In case of problems of interpretation the Italian version shall prevail.

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