General sales conditions and warranty
These general terms and conditions (hereinafter referred as "conditions") have as their object the sale by the company NUOVACEVA AUTOMATION S.R.L. headquartered in Briga Novarese, via Don B. Signini, 43, P.IVA n. 01179050032, (hereinafter referred as "NUOVACEVA") of the products marketed by NUOVACEVA (hereinafter the "products") to its Clients (hereinafter referred as "Clients"). The conditions are an integral part of the product purchase order confirmation form signed by the Client (hereinafter referred as the "order"). The terms of sale applicable to an order relating to products, which are the valid conditions at the time the order is place. NUOVACEVA reserves the right to change the terms at any time without prior notice. We invite Clients to review the Terms each time they wish to place an order. Any changes to the Terms will be valid and effective only if confirmed by NUOVACEVA in writing.
1 ORDER RESTRICTION AND CONDITIONS
1.1 Each order signed by the Client is constrained for NUOVACEVA and for the Client.
1.2 The Client, signing the order, accepts and undertakes to comply in their relations with NUOVACEVA conditions, claiming to have read and understood the meaning. The signing of the order by the Client implies the knowledge of the conditions and their full acceptance. Unless specific agreements for exemption in writing, the conditions shall prevail over any other provision not included on models or on other documents used by NUOVACEVA and/or by the Client.
1.3 The contract of sale shall be governed exclusively by these terms and conditions, any other provisions written on documents sent by the Client will not apply, unless have not been expressly approved in writing by NUOVACEVA.
1.4 NUOVACEVA’s offers are not irrevocable, they shall be valid for 30 days as of the date of issuance and they are subject to changes in consideration of the data available at the moment of their issuance.
1.5 Clients’ orders shall be deemed as valid and binding for a period of 30 days as of the date of the relevant receipt. The order shows all the elements that make up the demand for the product. Any application for variation of the order by the Client must be made in writing and be received by NUOVACEVA within 24 (twenty-four) hours of the date of signing of the order. NUOVACEVA, following verification of feasibility, may communicate to the Client within 3 (three) working days from the request if the change is accepted; in case of silence by NUOVACEVA after this deadline or to express refusal, the variation application will be not accepted and the order will remain valid in its original content.
2 TERMS OF DELIVERY
2.1 The products purchased by Client are shipped and delivered by NUOVACEVA at the delivery address indicated by the Client in the order, in the presence of the Client or his appointee. We will ship by courier selected among the trusted vendors of NUOVACEVA.
2.2 The terms of delivery shall be 90 (ninety) days as of the entering into force of the Agreement. In no event the term of delivery shall be deemed as of essence and, therefore, in case of late deliveries, not due to willful misconduct or gross negligence, the Client shall not be entitled to withdraw or terminate the Agreement, without prejudice to what set forth by the following paragraph 2.3.
2.3 The products ordered by the Client will be deliver from NUOVACEVA within the period specified in the order, except for delays due to force majeure or unforeseeable circumstances. The obligation to deliver the product is regularly fulfill when the package containing the product is deliver to the carrier, doing to that effect the date affixed to the relevant form of shipment. Any delay in delivery of products of less than 7 (seven) working days compared to the period specified in the order shall not entitle the Client to refuse delivery of products or to claim damages or whatsoever compensation. In any case, NUOVACEVA is not liable for any delays, failures or similar events in delivery of products that are related, even if indirectly, to the shipper or any delays, errors or similar events in delivery of products that depend on the absence, at the place of delivery indicated by the Client and/or incorrect indication by the Client, of wrong address or data of delivery indicated in the order. In such hypothesis of delays and/or mistakes or similar events in the delivery of the product:
a) the Client undertakes not to advance any claim for compensation and/or restitution against NUOVACEVA;
b) shipping charges and return of products purchased are charged to the Client.
2.4 NUOVACEVA still give timely notice to the Client of any delay with respect to delivery times agreed, pointing the new delivery date. For delays in excess of 30 (thirty) days from the delivery date, the Client is however entitled to withdraw from the contract or to resolve it through written communication sent to NUOVACEVA within 5 (five) days from receipt of the communication of the new delivery date.
3 PRICE AND PAYMENTS
3.1 Unless otherwise agreed our prices apply to unpackaged and not specially oiled goods, ex works and exclusive of VAT for domestic deliveries. In the event that between contract and delivery there is a significant change in certain cost factors, such as the costs of wages, raw materials, energy or freight, then the agreed price may be adjusted to encompass the influence of prevailing cost factors. Any invoice shall be request at the time of signing of the order.
3.2 NUOVACEVA reserves the right to change product prices at any time. The price will not undergo any change in increasing or decreasing after the signing of the order by the Client, unless you experience changes in VAT rates, the amounts of government tax and sales tax, however, occurred after that time, it will always be communicated to the client.
3.3 Delivery periods are without obligation unless warranted to the Client as binding by express written declaration.
3.4 Should the Client fail to comply with the agreed payment terms, as well as should the Client fail to timely pay the goods previously delivered by NUOVACEVA, even if related to other contractual relationships, NUOVACEVA shall be entitled to suspend the relevant deliveries until full payment of the outstanding credit has been made and until proper guarantees for future deliveries have been given by the Client. In case of late collection or failure of collection of the goods, the Client shall not be entitled to any extension of the payment terms. Payments made by means of securities, promissory notes, cheques, assignments of credits or other means, will not give rise to novation of the original contractual relationships and they shall be deemed as accepted by NUOVACEVA subject to actual collection of the due amount. The expenses for collection, deduction, registration, etc. of securities or effects shall be borne by the Client. Should the Client fail to comply with the agreed payment terms, NUOVACEVA shall be entitled to charge interests on the unpaid amounts at the rate provided by the applicable Italian law for late payment in commercial transaction (Legislative Decree dated October 9, 2002, n. 231 and following amendments), which has been issued in compliance with the EC Directive 2000/35/EC.
3.5 In no case the Client shall be entitled to compensate the amount due to NUOVACEVA as price, with any amount due by NUOVACEVA at any title whatsoever.
4 WARRANTY
4.1 NUOVACEVA ensures conformity of the order and the absence of defects in the products sold. This warranty does not apply if:
a) incorrect and/or not diligent use of the products;
b) incorrect and/or not diligent connection and/or Assembly of products with other products, plant or equipment;
c) incorrect and/or not diligent maintenance or storage of the products;
d) repairs or interventions on the products by third parties without the written consent of NUOVACEVA.
4.2 Unless otherwise specified in writing by NUOVACEVA, the aforesaid warranty work for a period of 12 (twelve) months from the date of delivery of the products and shall under no circumstances be suspended or prolonged as a result of loss of use of the products, even if due to repairs under warranty.
4.3 The warranty 12-month term is effective as of:
a) the date of the sales invoice issued by NUOVACEVA, if the warranty intervention is requested by an NUOVACEVA's direct Client;
b) the date of actual purchase as demonstrated by a document showing such purchase, in case of purchase from NUOVACEVA authorized dealers, retailers and/or importers, or through any other channel legally active on the market. It is understood and agreed that if case b) apply, the warranty period shall not be longer than 24 (twenty-four) months from the date of the first sales invoice of the products issued by NUOVACEVA.
4.4 Subject to forfeiture of warranty, the Client shall notify in writing any faults and/or defects found within 8 (eight) days as of the date of delivery or, in case of hidden faults or defects, within and not later than 8 (eight) days as of the date of the relevant detection. The burden of the proof of the date of detection shall be borne by the Client.
4.5 In case of recognition or valid and timely complaint of defects by the Client, NUOVACEVA, at its own discretion and at compliance with their technical standards, will provide free repair or replacement of the product or the defective parts thereof or, alternatively, refund to you any sums paid by them, without any further responsibility. No other form of warranty and/or compensation may be claimed by the Client, remaining expressly excluded any liability for direct, indirect, incidental or consequential damages that may result from defects and/or non-conformity of products and/or services. Such compensation should, to the extent permitted by law, be construed expressly waived by the client.
4.6 The warranty period hereby provided for shall apply only to NUOVACEVA goods in their original configuration, included accessories, if any. The warranty shall not apply to faults and breakage caused by:
a) transportation;
b) overvoltage/overcurrent, chemical and electrochemical agents, weather phenomena;
c) installation, adjustment, repair modification and use of equipment not in compliance with the specifications provided for in the manual, or in breach of the technical and/or safety measures, laws, rules and accepted practice required in the country of use, and anyhow not authorised by NUOVACEVA;
d) working anomalies that can be solved by following the instructions provided in the user manual;
e) any other improper use of the system not authorized by NUOVACEVA.
It is furthermore understood that the warranty shall not apply with regard to the replacement of components subject to wear and tear, of batteries and of fuses.
4.7 In addition, the warranty shall not apply if:
a) the product has been repaired by third parties, not authorized by NUOVACEVA;
b) the product has been tampered with, improperly used, damaged, improperly maintained, incorrectly tested, anyhow modified or altered, including if trademarks or logos have been removed.
5 RETENTION OF OWNERSHIP
5.1 NUOVACEVA retains the right to claim ownership of the products sold, until the same shall have received payment of the full price, by the applicable Italian law art. 1523 of Civil Code. In the event of non-payment by the Client, within the agreed time term, even of a single payment that exceed the eighth part of the price, which is the non-payment of two instalments, NUOVACEVA has the right to declare the Client decayed of the benefit of the term and to demand immediate payment, in whole or in part, of the remaining balance. In the event of non-payment by the Client, NUOVACEVA will have the right to obtain the immediate return of the goods and to hold back the rate of money collected as compensation for the use of what has been provided, without prejudice to the right to compensation for damages.
6 RETURNS
6.1 Returns and replacements of purchased goods shall always be authorized in writing by NUOVACEVA. The authorization to return or to replace is granted only with reference to goods not in compliance with the order issued. Returns and replacements shall not be accepted after 3 (three) months after the date of delivery of the goods. Unless otherwise agreed in writing, all the returns shall be sent by the Client in Delivery Duty Paid at NUOVACEVA’s warehouses located in via Don Signini, 43, 28010 –Briga Novarese (NO), in their original packaging perfectly undamaged and containing all the manuals and the installations accessories. NUOVACEVA shall be entitled to return to sender the goods received without authorization or not complete in each part.
6.2 In case the returned goods are actually not as per order, then NUOVACEVA shall be entitled, at its discretion, to replace, modify or credit the goods to the Client. Unless otherwise agreed in writing, extra costs borne by NUOVACEVA shall be charged to the Client. The replacement and the restitution of the modified goods, shall be carried out pursuant to the terms and ways set forth by paragraph 2 of these general conditions.
7 PRIVACY
7.1 The personal data provided by the Client are used for the purposes of execution of this agreement, for the whole duration of the same. The person concerned, in accordance with the legislation on the protection of personal data, can access its data, request correction, integration and, in extreme cases, the cancellation or suspension.
8 TECHNICAL ASSISTANCE
8.1 Any query of assistance shall be submitted by the Client to NUOVACEVA.
8.2 At the time of delivery of the goods, the Client shall provide NUOVACEVA with the name of the contact person in charge for the assistance, as well as with all the data required for on line assistance, with facsimile number and with e-mail address.
8.3 Any out of warranty intervention on a good shall be warranted by NUOVACEVA for a period of 12 (twelve) months on the single component replaced and/or on the specific repair carried out.
9 APPLICABLE LAW
9.1 These general conditions, written in English, as well as the agreements to which they will apply, shall be governed by and construed in accordance with the Italian law.