The term “Products” as used in these Terms and Conditions means any goods and/or services supplied by Seller to the Customer. All Products sold are subject to terms and conditions as set forth below: different sales conditions to be agreed upon and ruled by specific written contractual variances applicable uniquely to the specific case.
- SALES ORDER CONFIRMATION
All orders – including those transmitted through Agents, Representatives, or Appointees of Servotecnica will be binding. The contract will be finalized only after Servotecnica’s sales order confirmation; orders must be received in writing, by fax, or by e-mail. All orders and commercial commitments received by Servotecnica will be considered irrevocable for 90 days from the signature. Servotecnica reserves the right to accept or refuse orders unobjectionably. Should Servotecnica Sales Order Confirmation differ from the order, it will be considered a new proposal.
Any change to the Sales Order Confirmation conditions shall be made in writing, and its validity proved only in writing.
- AUTONOMY OF SALES ORDER CONFIRMATION AND CONTRACT
Sales Order Confirmation shall be autonomous and independent from any other order placed or to be placed between the parties.
Unless otherwise agreed in writing, all prices appearing on Quotations, Sales Order Confirmations, or Invoices are calculated Ex-Works Incoterms 2000 Servotecnica, are stated in Euros, and refer to the exchange rate Euro/extra-UE currency (ECB rating) stated at the time of the Sales Order Confirmation. Any successive exchange-rate variation shall entitle Servotecnica to apply the same variation to the agreed sales prices when invoicing, with all exceptions removed.
- TERMS OF DELIVERY
The delivery term assigned runs from Servotecnica’s Sales Order Confirmation date; in the event, the Customer requests particular new additions to the products of the original order after the Sales Order Confirmation is issued, a new delivery term will apply to start from the date of Servotecnica’s updated Sales Order Confirmation accepting foregoing additions. Whilst Servotecnica will do its best to implement any promise of delivery time, delivery delay shall not be deemed to be the essence of the contract, nor shall delay be a ground for a claim to damages or cancellation, even in case of delayed delivery Customer is not exonerated from the collection and full payment, within the agreed terms, of the products.
In case the delivery term should be “products ready” or “Customer call-off,” the term “products ready” shall not be peremptory for Servotecnica whilst the term “Customer call-off” shall never exceed 6 months from the date products have been declared ready by the Supplier, unless otherwise agreed in writing between the Parties. Upon the expiry of the semester or other period agreed upon, Servotecnica– even without the Customer’s approval – will ensure the delivery of the products to the carrier for the definitive shipment to the Customer. During preparation and delivery, the risk of loss, deterioration, or damage to the products lies with the Customer.
Risks on the products sold according to the contract pass to the Customer upon delivery by Servotecnica to the carrier or freight forwarder.
The products, appropriately protected and packed, travel at Customer’s risk. Special packaging is available upon written instructions from the Customer who bears the costs. The customer obliges to verify products upon delivery; the withdrawal of the products by the Customer without immediate complaint to the Carrier releases Servotecnica’s responsibility in case of damages or losses. Unless otherwise agreed in writing, the Customer is responsible for all costs associated with the shipment. In case products are to be held in Servotecnica’s warehouse due to late collection depending on Carrier or freight forwarders nominated by the Customer or pick-up delay directly dependent on the Customer, Servotecnica is entitled – at its option – to either proceed to the shipment or to store products in its warehouse at Customer’s risk reserving the right of billing all deposit costs. Failing precise instructions, Servotecnica will deliver through a Carrier or Shipping Agent of its choice, assuming no responsibility in case the shipment shouldn’t be the cheapest or the fastest.
- PAYMENT AND RETAINED OWNERSHIP
The payment terms contemplated on the Sales Order Confirmation and the invoice are applicable. Failing such terms, invoices must be paid to Servotecnica upon receipt of notice of default and – in all cases – within 15 days from the delivery date. For each supply of products, according to and for the purposes of articles 1523-1526 of the Italian Civil Code, Servotecnica retains the ownership of the Products supplied. The customer will purchase the property right (except for the non-exclusive software used to run the program supplied) and may dispose of the products only after full-price payment. Until full payment is made, the Customer will have the mere right to hold the product, with the obligation to keep it and not use it in any way. Upon delivery of the products, Customer assumes all risks, even those due to unforeseeable circumstances, force majeure, or any other exceptional occurrences, and agrees to adopt all appropriate precautionary and safety measures to prevent the loss of the products or that they may be damaged. The Customer acknowledges and accepts that the retention of title on Products in favor of Servotecnica, as referred to in this paragraph, is confirmed and applicable to each and every item purchased on the sales invoice. Any payment delay for products already delivered shall immediately entitle Servotecnica to suspend any other remaining shipment, even if related to different contracts, until the full payment is received; Servotecnica reserves the right to demand advance payment on any other supply or terminate the contract for default demanding compensation for damages in addition to payment for the products already delivered. In the event of late payment, the Customer shall pay interest at the monthly rate of 0,8%. Similarly, suppose the deferred payment has been agreed upon with more accruals. In that case, Servotecnica may demand – in case of payment delay of one or more installments of the agreed price exceeding 1/8 of the total agreed price and in case Servotecnica does not opt to terminate the contract – the settlement of the full price due considering that, failure to pay even one of these accruals, determines the loss of the delayed term’s benefit.
Servotecnica is relieved of all responsibility for faults and defects of the products delivered if the reporting of defects and faults immediately recognizable is not cleared within 8 (eight) days from receipt of the supply; for the defects not easily and immediately recognizable the eight-day period begins after discovery and, however, shall never exceed the deadline of 12 (twelve) months from the
date of delivery.
9.1 Servotecnica’s warranty covers, for the indicated period of time, all products sold in case of intrinsic defects or poor workmanship; the responsibility of Servotecnica is limited to replacement or, at its option, repair or re-working under the terms specified in the offer.
The material must be returned prepaid with proof of malfunction during the warranty period.
9.2 The warranty lies in the correct use and application of the product for the purpose for which it was meant. The warranty does not cover products that have been modified, tampered with, or subjected to physical or electrical stress. No complaints of this kind will be allowed unless the Customer proves to have previously informed Servotecnica of such modifications and gets Servotecnica’s written authorization to proceed.
9.3 No warranty coverage is allowed in the event the product is to be used for special purposes that are not considered normal use for the type and nature of the product itself unless the special use destination has not been approved in writing and accepted by
9.4 No information, statistic, or specifically related to dimensions, outputs, capacity, power, weight, performances, and/or similar data, no photographs, illustrations, drawings, or diagrams issued by Servotecnica will be considered part of the contract if not part of the Company’s official drawings and/or data sheets, and/or manuals or other issued by or on behalf of Servotecnica and are not
expressly included in the Sales Order Confirmation.
Except in the case of willful misconduct or gross negligence, no refund will be due from Servotecnica to Customers for damages resulting from the use or inability to use the products covered by the Contract.
- PAYMENT OBLIGATION
Even in case of contestation, the Customer’s obligation remains to pay the price at the agreed deadlines. In default of payment, no objection can be charged against Servotecnica.
- APPLICABLE LAW AND JURISDICTION OF COURTS
Interpretation, validity, and performance of the contract and any other matter not expressly provided for in these Terms and Conditions of Sale will be subject to Italian law. It shall be subject to the exclusive jurisdiction of the Italian Courts. The designated exclusive jurisdiction is the Court of Milano.
- EXPORT RESTRICTIONS
Customer will not export, re-export or transfer, directly or indirectly, the Products or technical data acquired by the Seller to any Country or user where such export, re-export, or transfer is restricted, either by the laws applicable to the Contract by the laws applicable in the Customer’s own Country or in force in the United States of America without first obtaining licenses, permits, certifications or
Government approvals are required. If the Customer resells or otherwise disposes of any Products or technical data of the Contract, he must comply with any applicable export restrictions.
Banca Popolare di Milano Agenzia di Cusano Milanino (MI)
c/c 6048 ABI 05584 CAB 33080 CIN X
IBAN: IT81X0558433080000000006048Banca Popolare Commercio & Industria Agenzia n. 6 di Milano
c/c 10765 ABI 05048 CAB 01661 CIN H
Monte Paschi Siena Agenzia di Paderno Dugnano (MI)
c/c 5822.94 ABI 01030 CAB 33520 CIN F
Banca Intesa Spa Agenzia di Cusano Milanino (MI)
c/c 10291/26 ABI 03069 CAB 33082 CIN Z