Art.1 - Contract

1.1

The following terms and conditions ("Terms") govern the sale of products by MICROPI Elettronica s.r.l. ("Seller"). The issue of a Purchase Order ("Order") by the Buyer and the related sending to the Seller will involve the integral, unconditional and irrevocable acceptance of these General Conditions by the Buyer and the automatic waiver of any general conditions of its own purchase conditions or standard purchase contracts. The Order is subject to written acceptance by the Seller and the contract is concluded when the acceptance is received by the Buyer. Sending the invoice by the Seller, if prior written approval, shall represent, in any case the conclusion of the contract. Our offers are subject to prior sale.

1.2

Any stipulation that does not comply with these General Conditions will be effective only if expressly accepted in writing by the Seller .

 

Art. 2 - Delivery

2.1

Unless otherwise agreed between the parties, the products are sold "ex works" and dispatched at the place specified in the Order by the Buyer at its own cost and expense. Unless otherwise agreement, the Seller will forward on that site with the means it considers most appropriate. The Buyer assumes the costs of the specific delivery ways may be required by him. The Buyer and Seller agree as of now, explicitly, that the risks and dangers of loss or damage related to the transport of goods will be borne by the Buyer. The Seller will then provide any insurance for the risks of the goods transportation and each other risk, only on explicit instructions of the Buyer and at its own cost and expense.

2.2

Any claim made by the Buyer upon receipt of goods in relation to damaged products or packaging, or to quantitative differences must be communicated to the Seller within one business day after delivery.

2.3

If the Buyer does not accept the goods in accordance with the terms of delivery specified , the goods may, at Seller's discretion, be transported and stored at the expense and responsibility of the Buyer at other places identified that declines from now on any responsibility in this regard. This provision shall not affect the payment obligations of and does not constitute a novation of the sale.

2.4

If Seller is unable, for whatever reason, to satisfy the total demand for products ordered, he will assign the products available to any buyer, at its discretion, or to make partial deliveries, without incurring any liability for infringement.

 

Art. 3 - Sales prices

The prices that the Seller shall invoice to the Buyer, will be the prices at time of order and the products must be sent to the Buyer within the time provided in the acceptance of delivery of the Order. If any products must be sent after that date, the Seller reserves the right to increase prices, indicating the increase in writing to the Buyer at least ten (10) days before the effect of the increase. In this case, the Buyer shall have the right to cancel the order by notifying it to the Seller before the effective date of the increase. It is understood that this rule does not apply to any shipment delays due to causes attributable to the Seller.

 

Art. 4 - Terms of payment 

4.1

The Payment due for the purchase must be made within the terms agreed with the Buyer at time of the order. In case of late payment the Buyer shall, saving the rights of the Seller to terminate this Agreement and claim all damages, to pay any interest on arrears to the extent provided by Decree. 231/02.

4.2

If the Buyer fails to pay within the agreed terms of products, the Seller shall also be entitled to: (i) demand immediate payment of all unpaid balances, (ii) cancel all orders not yet executed, or (iii) suspend the execution of purchase orders, including the Warranty Assistance Service, until the Buyer has not completely paid the due amount. The Seller also reserves the right to terminate the contract of sale in case of default by Buyer in the payment of money, to pay compensation for damage.

4.3

The properties of the products will transfer to Buyer only upon full payment of the price. The Buyer engages to not establish liens on products until it has fully paid the price and to use the products only in the context of their activities. In case of unpaying, the Buyer agrees to permit access to representatives of the Seller in order to enable them to determine the amount of product remaining in inventory and organize the removal of the products.

 

Art. 5 - Force Majeure

Any delay in delivery beyond the control of Seller, such as but not limited to strikes, fires, picketing, blocking the production, insurgencies, and other situations beyond the control of the Seller shall not entitle cancellation of orders or cancellation of contract by the Buyer or to any compensation to the Buyer, subject to the effects of such delays on the sole effect of the payment deadline. The Seller reserves the right, in any case, to cancel the order.

 

Art. 6 -  Warranty

6.1

The Seller garantees to the Buyer that products are compliant with their specifications. The buyer assumes all risk and liability with regard to results obtained by using the products, either alone or in combination with other products. This warranty does not apply to products subjected, after the sale, by anyone, to any process/modification/adaptation that does not belong to the product normal operations, as described in the apparatus manual.

6.2

The return of the product and related communications must take place, unless otherwise agreed in writing, directly to the Seller: MICROPI Elettronica srl, Via S. Rita 36, 80039 Saviano (Italy), tel. +39 081 8291159, fax +39 081 5116798, e-mail info@micropi.com.

6.3

Any claims for defective products must be reported to the Seller in writing, at the address listed in section 6.2 within five (5) days from the date of delivery of the products. For defects not detectable at the reception of the products, that period is intended effect, subject to revocation, by the discovery of the defect itself and immediately notify the Seller. The guarantee given to the Buyer, however, is expressly limited to repair or replace defective products free of charge, at the discretion of the Seller, with the exclusion of any further compensation for any damages or costs of any nature. The products subject to complaint can not be sent to the Seller or otherwise disposed of, treated or transferred without the consent of the Seller.

6.4

Seller's liability in case of defective products, as well as the responsibility in case of non-delivery of products, shall not exceed the amount of the purchase price of defective or undelivered items. The warranty is also excluded and not exercisable if the product defects are attributable to (i) improper use, (ii) to deficient or defective maintenance, (iii) to a not usual working of the product or contrary to the warnings of the Seller or, in any case, different from that which it is intended (iv) using the product with such other components, (v) a unsuitable conservation.

The warranty excludes glass parts, batteries, cables, packaging and all parts subject to wear following the usage.

6.5

The duration of the warranty conditions stated above, is up to a maximum of twelve (12) months unless express and written indication in the product documentation. The product transport expenses, for the exercise of the warranty, at the Seller Technical Assistance, input and output, are borne by the Buyer.

6.6

Will be borne by the Buyer all the verification costs on any products which will result not affected by faults/defects, as described in the Technical Report that will be notified after the testing; this condition applies in all technical assistance requests and also for products under valid warranty.

6.7

For any activity related to the warranty exercise associated with the purchased products, the Buyer shall comply with all the procedures notified by the Seller prior / during / after the purchase of the products. More specifically, the reporting of defects must be sent by the Buyer in writing, by e-mail or fax (at the address listed in section 6.2) indicating Company name, address, telephone number, model, serial number, sales invoice number and a description of the defect / malfunction of the warranted product. The inobservance of the above procedures, including missed payments (ref. art. 4), will release the Seller from any warranty obligation related to the products themselves.

6.8

For matters not covered in these articles, are subject to the warranty conditions specified in the operations manuals provided with the purchase of the products.

 

Art. 7 - Limitation of Liability

7.1

The Seller shall not be liable for any consequential damages such as loss of customers, sales, production, profit, or image or that may arise from actions taken by third parties against the Purchaser or condemnation of this.

7.2

Any activity or cost incurred by the Buyer to verify the characteristics of the product or the product's compatibility with the application of the Buyer, are borne by the Buyer. Furthermore, any product incompatibilities with the application of the Buyer can not constitute grounds for a return.

7.3

Any technical information provided on the use of its products are offered without charge and Seller assumes no obligation or liability with regard to any information offered or result. Such information is offered and accepted at full risk of the Buyer.

 

Art. 8 - Intellectual Property

8.1

The drawings, plans, specifications, technical and commercial classifications, documents, samples, catalogs, brochures, patents and models, trademarks, and any technical information that Seller may communicate or make available to the buyer remain the exclusive property of Seller and / or its Licensor, who may request their return to the Buyer at any time.

8.2

The Buyer agrees not to make any distribution or reproduction, and not to reveal their contents to third parties without the previous written permission of Seller. The Buyer also agrees to notify the Seller as soon as possible of any violation of rights intellectual property owned or licensed to the latter, which has become aware of the request and will provide Seller with any assistance which the latter may be needed to defend their rights.

 

Art. 9 - Cession

The Buyer shall not transfer or assign, in whole or in part, the contract of sale, without the prior written consent of Seller.

 

Art. 10 – Privacy

10.1

The Holder of the data provided by the Buyer is MICROPI Elettronica srl.

10.2

The Parties note that they have mutually exchanged information according to the art. 13 of Legislative Decree 30 June 2003 n. 196 (Code regarding the protection of personal data).

10.3

The data will be processed only for the purpose for which they were issued and therefore for all activities involving the correct accounting / fiscal management for the sale of the product and related after-sales service activities. This involves the storage of such data. The Buyer has the right to require adjustment of their data and / or cancellation: the refusal to disclose information or subsequent cancellation of the same, however, prevent the Seller from fulfilling the above purposes.

 

Art. 11 - Governing Law and Jurisdiction

All matters not expressly governed by these General Conditions will apply Italian law and any legal action is until now recognized the exclusive jurisdiction of the Court of Nola (Italy).