(Rev.06)<\/p>\n
Art. 1 SALE<\/strong> Art. 2 QUOTATIONS<\/strong> Art. 3 PRICES<\/strong> Art. 4 ORDERS<\/strong> Art. 5 PURCHASE MULTIPLE QUANTITY<\/strong> Art. 6 PAYMENT TERMS AND OVERDUE INTEREST<\/strong> Art. 7 CONDITIONAL SALE<\/strong> Art. 8 DELIVERY TIME<\/strong> Art. 9 DELIVERY TIME DELAYS<\/strong> Art. 10 WARRANTY AND GUARANTEE<\/strong> Art. 11 PRODUCT RETURNS<\/strong> Art. 12 MODIFICATIONS TO PRODUCTS<\/strong> Art. 13 FORCE MAJEURE<\/strong> Art. 14 CONFIDENTIALITY<\/strong> Art. 15 APPLICABLE LAW AND JURISDICTION<\/strong> Art. 16. Art. 17. Art. 18. Art. 19. Conditions of Sale herein cancel and replace all previous ones.<\/p>\n<\/div><\/div><\/div><\/div><\/div>
\nThe terms of sale only include what is clearly and specifically described in the quotation or order confirmation issued by Lovato Electric S.p.A. and regulated by these General Conditions of Sale waiving the Buyer\u2019s own terms. Any exceptions shall only be valid if agreed in writing.<\/p>\n
\nLovato Electric S.p.A. quotations are valid for thirty (30) days from issue date and automatically expire thereafter.<\/p>\n
\nThe prices are those of the specific current price list, VAT, duties and\/or other taxes, if any, excluded, valid at the time of the sales contract finalization; pricing includes packing, except for any special packaging other than the standard-supplied type.
\nShipment, installation, commissioning and training of Buyer\u2019s personnel as well as any other service or additional costs are all excluded.
\nPrices are not binding in any case; eventual increases of raw materials that may take place may lead to price change.<\/p>\n
\nMinimum order amount and the contribution for orders below agreed minimum amounts are to be defined during quotation, order confirmation or other sale contract requests.
\nThe Purchaser will receive an order confirmation for each order showing prices and delivery dates, among the various details. The delivery dates are intended as availability of the goods at the warehouse located in GXO LOGISTICS SRL, Viale Lombardia 38, Trezzo sull’Adda.
\nIt is possible to request additions or changes to the pending order by 12:00 (CET) of the day before the delivery date indicated in the order confirmation and after a feasibility evaluation by Lovato Electric SpA.<\/p>\n
\nSome products are supplied in multiple quantities. These information are indicated in the current price list published on the website www.LovatoElectric.com.
\nA fee of 1 euro will be charged to the Purchaser for each order line with non-rounded quantity to the corresponding multiple.
\nLovato Electric S.p.A. reserves the right to refuse orders with quantities lower than the agreed multiple in case of special products made to customer order.<\/p>\n
\nPayment for the supply must be made on time according to details mentioned in Lovato Electric S.p.A. quotations or order confirmations and payment transfers are at the Buyer\u2019s risk, whatever means is chosen. In the event of delay even of partial payments, the Buyer is responsible for paying overdue interest \u2013 without prior notice \u2013 according to what is established by the Italian Legislative Decree n\u00b0231\/2002.
\nEventual disputes of technical or business nature do not entitle the Buyer to suspend payments.
\nAny breach by the Buyer of the terms of payment give Lovato Electric S.p.A. the right to suspend pending supplies or to require advance payment for these.<\/p>\n
\nLovato Electric S.p.A. maintains the right of ownership for all products supplied until they are fully paid for.
\nIn the event of a sale contract termination, any partial payments received by Lovato Electric S.p.A. shall be retained for damages, except when damages are reimbursed.
\nThe right of ownership is extended to products sold by the Buyer to third parties and at the pricing of those sales, within the maximum limits foreseen by the laws enforce in the Buyer\u2019s country which regulates these aforesaid clause conditions.<\/p>\n
\nDelivery time stated in quotations and\/or order confirmations takes effect only after the sale contract is finalized, and are for indication purposes only and dependent on products in stock. Lovato Electric S.p.A. cannot thereby be held responsible for any delays.
\nLovato Electric S.p.A. reserve the right to extend the delivery time whenever circumstances take place beyond control of Lovato Electric S.p.A., thereby including damages to machinery or installations, let alone delays on behalf of suppliers as well as by the Buyer to completely fulfill the contract obligations, which include, in particular:
\n– the breach of payment
\n– the Buyer has not provided any required data in due time
\n– during the contract period, the Buyer required modifications and Lovato Electric S.p.A. had accepted them in writing
\nThe sale is to be intended ex works at GXO LOGISTICS SRL, Viale Lombardia 38, Trezzo sull’Adda, and this is also valid when it has been agreed that the shipment or part of it be handled by Lovato Electric S.p.A. In any case, the Buyer is responsible for all risks once the products are consigned to the carrier at Lovato Electric S.p.A. premises.
\nIn the event of any breach and\/or change in financial status and\/or excess credit exposure of the Buyer, even if dependent on other sales, Lovato Electric can suspend each and all supply.<\/p>\n
\nIn case Lovato Electric S.p.A. is not able to maintain the agreed delivery time for the products, written notification shall be given to the Buyer with the new foreseen delivery time, whenever possible.
\nEventual delays cannot be attributed to Lovato Electric S.p.A. due to force majeure, as specified in art. 13 here below, or other Buyer\u2019s actions or omissions, for instance the lack of communication regarding specific indications about the supply of products.
\nEventual delivery time delays attributed to Lovato Electric S.p.A. with ninety (90) days from the agreed delivery time, do not give the Buyer the right to partially or totally terminate the contract or to obtain any indemnity for damages, except when it has been regularly agreed upon in the contract.
\nWhenever the delay attributed to Lovato Electric S.p.A. exceeds ninety (90) days from the agreed delivery time, the Buyer has the right to terminate the contract for any undelivered products by giving a thirty (30) day written notice of default, and claim for damages actually demonstrated but for a maximum amount limited to 5% of pricing of products which were pending delivery.
\nWith the exception of willful misconduct or gross negligence by Lovato Electric S.p.A., the payment of the aforesaid amount excludes any further damages for delayed or non delivery of the Products.
\nIn any case, the Buyer cannot claim damages:
\n– if the products have been replaced with another on loan
\n– if it is not demonstrated that the delayed delivery has truly caused damages to the Buyer
\n– if the Buyer is not ready to receive the products.<\/p>\n
\nLovato Electric S.p.A. guarantee the products subject of the contract are free from defects, relative to components and manufacture, as per terms and conditions indicated in the declared technical specifications, for a warranty period of twelve (12) months from the date the products subject of the contract are dispatched from Lovato Electric S.p.A. premises.
\nLovato Electric S.p.A. do not guarantee the compliance of products to particular specifications or technical characteristics or their appropriateness for a particular purpose or usage except to the extent that the characteristics have been expressly agreed upon in the contract or in documentation referred to that effect by the contract.
\nLovato Electric S.p.A. agree to remedy any defect or lack of quality or compliance deficiency of products proven to be attributable to Lovato, providing the same is reported in writing within the validity period of the guarantee but within eight (8) days from discovery, yet failing to do so, the claim shall be considered null and void.
\nAny product repaired or replaced is guaranteed for a period equal to the previous one.
\nThe guarantee does not include parts damaged by:
\n– normal wear
\n– improper use
\n– incompetence and\/or negligence
\n– improper assembly
\n– improper environment conditions such as ambient, electrical, climatic, natural or chemical sort
\n– negligence in maintenance operations
\n– tampering with or repaired by a third party
\n– circumstances not subject to Lovato ELECTRIC S.p.A. control.
\nThe guarantee is subject to the Buyer\u2019s respect of contract obligations, with particular regard to the terms of payment.
\nThe Buyer is obliged to send back Products for guarantee claim to the Lovato Electric S.p.A. head offices. After appropriate controls and testing, Lovato Electric S.p.A. shall return the repaired or replaced equipment. All aspects of the carriage arising from the guarantee clause are at the Buyer\u2019s expenses and risk.
\nExcept the case of wilful misconduct or gross negligence, Lovato Electric S.p.A. shall be responsible for the repair or replacement of the products in the event of defects, lack of quality or lack of conformity. The aforesaid guarantee is in lieu of any warranty or legal responsibility required by law, and excludes any other liability of the Buyer, whether it be laid down by contract or not, which may arise from the products supply. In no event Lovato Electric S.p.A. is liable for any indirect or intangible damages or required to indemnify for more than the full amount of the single supply of products.<\/p>\n
\nNo product returns are accepted and shall thereby be rejected unless previously agreed and authorized in writing.
\nThe acceptance of returned products for incorrect ordering and causes not due to us, depends only on Lovato Electric S.p.A. indisputable discretion and at the conditions given here below:
\n– standard products normally held in stock
\n– original packaging
\n– no visible damage or tampering
\n– indication of the purchase date on the return documents
\n– validity of the product warranty
\n– credit note for 80% (eighty percent) of the invoiced value, VAT excluded
\n– handling charges amounting to EUR.20.00 payable by the Buyer
\n– carriage (to and from Lovato Electric S.p.A. premises) at the Buyer\u2019s expenses.<\/p>\n
\nAt any time, without prior notice, Lovato Electric S.p.A. reserve the right and faculty to make alterations and changes to products, let alone the discontinuance of their manufacture, and, for products in the process of supply, to make constructional modifications for quality improvement.<\/p>\n
\nEither party has the right to suspend the completion of the contractual obligations if such completion becomes impossible or unreasonably demanding because of unforeseeable events beyond control of that party, for instance strikes, boycotts, lockouts, fire, war (declared or not), civil war, riots, revolutions, natural disasters, requisitions, embargoes, blackouts, delays in the delivery of components and\/or raw materials.
\nThe party who avail themselves of this provision shall immediately notify the other party in writing the proceeding and termination of the contract for force majeure.
\nIf the suspension due to force majeure continue for more than ninety (90) days, each party shall have the right to terminate the contract by giving written notice of thirty (30) days to the other party.<\/p>\n
\nLovato Electric S.p.A. have full and exclusive ownership of technical projects, drawings, documentation and software programs made available and, under no circumstances, can be considered transferred to the Buyer.
\nThe Buyer shall use them only for purposes strictly required to complete the contract, shall not reproduce or transmit them to third parties.<\/p>\n
\nThe sale contract, even if agreed with foreign countries, shall be governed by Italian law. For any dispute in relation to the nature, validity, interpretation and completion of the same shall be exclusive competence to the Italian court of Bergamo.<\/p>\n
\n<\/strong>Buyer acknowledges and agrees that the Products and Services provided by Lovato Electric S.p.A. are subject to U.S., EU and other export control laws, and remain subject to such controls following delivery, and may not exported, re-exported or transferred (in-country) to any other territory, end-use or end-user except as authorized by U.S, EU laws and regulations, in addition to the export control laws of any other applicable jurisdiction.<\/p>\n
\n<\/strong>Buyer represents, warrants and covenants that it shall not directly or indirectly take any action to engage in or facilitate the export, re-export or transfer (in-country) of these items, any part thereof, or to the extent applicable any direct product thereof, without the required authorization under U.S., EU and other applicable laws to any of the following:
\n– any territory subject to Embargoes and Other Special Controls under EU or U.S. Export Administration Regulations (including but not limited to, as of the date of this
\nAcknowledgment, Russia, Belarus, Crimea and other Covered Regions of Ukraine including Donetsk and Luhansk, Cuba, Iran, Syria, and North Korea;
\n– any other country or territory to which such export or re-export is restricted or prohibited under EU, U.S. laws and, to the extent applicable, the laws of any other
\n<\/span> jurisdiction; <\/span>
\n– any individual or entity that is (x) included on any lists of sanctioned individuals or entities maintained by the United Nations, the United Kingdom, the United States, or
\n<\/span> the European Union, and any other relevant jurisdiction; (y) any person owned or controlled by, or acting on behalf of, any of the foregoing; or (z) any other person who is
\nthe target of sanctions and export control restrictions; or,
\n<\/span>-any military end-use or military end-user (including army, navy, marine, air force, coast guard, national guard and national police, government intelligence or
\nreconnaissance organizations, or any person or entity whose actions or functions are intended to support military end uses), any proliferation related end-use, or any
\nother prohibited end-use under EU, U.S. and other applicable export control laws.<\/p>\n
\n<\/strong>Buyer represents, warrants, and covenants that it shall maintain reasonable compliance policies, procedures and controls designed to ensure compliance with the laws, regulations and undertakings set forth above, and shall not otherwise undertake any action that violates or would cause Lovato Electric S.p.A. to violate EU, U.S. export control laws or the export control laws of any other applicable jurisdiction.<\/p>\n
\n<\/strong>Any violation of articles 16, 17, 18 shall constitute a material breach of an essential element of this Agreement, and Lovato Electric S.p.a. shall be entitled to seek appropriate remedies, including, but not limited to termination of the business relationship.<\/p>\n