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These general terms and conditions are applicable to any contract for the sale and/or sale of materials/equipment/ goods/products of the company TECMEC, hereinafter referred to as “the Seller” and the customer, hereinafter “the customer”, without prejudice to any changes by both parties with an agreement recorded in writing and excluding any other document contract with the Customer and their own general conditions of purchase.
2.1 – The sales contract is considered concluded:
– acceptance by the Customer of the final proposal/offer by the Seller within the deadline indicated in the proposal/offer, subject to the order compliant in all aspects with the proposal/offer.
– from an order placed by the Customer and accepted in writing by the Seller in the form of an “Order Confirmation”.
2.2 – Any modification or cancellation of the order requested by the Customer must be accepted in writing by the Seller. The Customer must bear all expenses incurred by the Seller relating to the modification or cancellation of the order.
The prices indicated in the offer or in the Seller’s Order Confirmation are understood to include goods packed in standard boxes unless protection systems or other agreements have been agreed in writing between the parties.
Prices are exclusive of VAT, ex works and are determined by the price applicable on the day the order was placed, unless otherwise agreed in writing between the parties.
The goods always travel at the Customer’s risk, excluding the goods transported by Tecmec with the risks that are transferred to the Customer from the moment the goods are released from the warehouse designated by the Seller in accordance with the EXW (Ex Works) 2020 incoterm, to unless the Seller and the Customer agree in writing to apply another incoterm, despite the retention of title clause stipulated below.
6.1 Deliveries are intended to be made ex factory or warehouse of the Seller using the standard packaging referred to above. The delivery times indicated are indicative and begin to apply once the Customer has provided the Seller with all the technical information necessary to process the order, has put in place the credit and/or payment terms stipulated in writing between the parties. Delayed deliveries cannot give rise to claims for interest and damages, deduction or cancellation of orders in progress by the Customer.
In any case, the Seller is exonerated from any responsibility in case of delays in deliveries caused by force majeure.
In the event that this case lasts more than 30 days, from the date on which it occurred, the sales contract can be terminated without either party being able to claim interest and damages.
6.2 It is up to the Customer, in case of visible damage caused by transport or in case of shortage, to issue explicit reservations at the time of delivery, on delivery receipts that clearly highlight the nature of the damage or the missing quantity.
6.3 The customer tacitly accepts the manuals in digital format included within the supply with CD support or available in from the websites www.tecmec.com and www.tecmec.shop, if necessary, as required by standards, the customer can request them in paper format.
These reservations must be confirmed to the carrier by registered letter with acknowledgment of receipt within three days of delivery, with a copy sent to the Seller.
Complaints relating to visible defects or non-conformities concerning the delivered product must be mentioned in the delivery notes and must be presented to the Seller by registered letter with acknowledgment of receipt within 3 days of the arrival of the products. It is the Customer’s responsibility to provide any evidence as to the existence of any defects or anomalies that have been recorded.
7.1 Any invoice that has not been paid by the due date:
It will involve the payment by the Customer of penalties set on the basis of legal interest. In the event of payment made after the due date indicated on the invoice, the Seller may request a lump sum compensatory sum of fifty (50) euros to cover collection costs. If the collection costs incurred by the Seller exceed the amount of this lump sum compensation, the Seller reserves the right to claim additional compensation if it can demonstrate that this is justified.
It will result in the immediate due date granted for the payment of other invoices as well as all amounts due or return of the products chosen by the Seller.
It will result in the suspension of all deliveries until full payment with consequent internal administrative block.
The transfer of ownership of the assets takes place only after full payment of the principal price and additional costs and interest.
In the event that the Customer does not pay the price in whole or in part, it being understood that the mere delivery of bills or other documents that create a payment obligation does not constitute a payment, the Seller will be entitled to request payment for the goods sold. to obtain the return, with costs and risk borne by the Customer, and without prejudice to his right to withdraw from ongoing sales.
The Customer must therefore ensure that the goods are stored correctly, that they are insured against damage and loss, and in the event of their total or partial destruction, even as a result of force majeure, or by acts of third parties, have them repaired or replaced.
As long as the ownership of the goods has not been transferred to the buyer, the same undertakes not to grant third parties any collateral guarantee whatsoever on such goods and/or to transfer them to third parties without the prior consent of the Seller.
These provisions will not prevent the transfer to the Customer, once the goods have been released, of any risks of loss and damage to the goods, pursuant to article 5 of these general conditions.
9.1 The products are guaranteed against any material, manufacturing or design defect, for a period of 12 months from the date of the invoice unless contractual conditions are negotiated separately.
Defective products must be returned promptly, to the Seller, with the costs and risk borne by the Customer,
Not covered by the warranty:
9.2 The Seller’s warranty is limited to the replacement or repair of the part recognized as defective by TECMEC, after verification at its factory.
The warranty is limited to direct damage compensation and cannot exceed the net invoice amount for the product in question. In no case can the guarantee be extended to indirect damages.
Indirect Damage: Any damage in connection with loss of revenue, income or profits, whether foreseeable or not, loss of earnings, loss of business opportunity, loss of brand image and reputation, loss of customers, direct or indirect loss or destruction of data in software sold, losses associated with the product being unusable and, ultimately, any other financial loss or damage whatsoever.
10.1. The other party is obliged to examine the delivered goods, the Software and/or the supplied services for visible defects and deficiencies upon delivery. If the other party finds visible defects or shortcomings, it must immediately, but no later than within two days after delivery, inform the ‘Sales’ department of TECMEC in writing and with an explanation. The other party must inform the ‘Sales’ department of TECMEC of defects that are not visible in writing within two working days after discovery, but in any event within twelve months after delivery or within six months, insofar as the defect is related to the Software. A complaint lapses if the defect can be attributed to the other party.
10.2. Claims based upon the alleged non-conformity of the delivered goods are time-barred upon the expiry of one year after delivery. Such claims with respect to the Software are time-barred upon the expiry of 3 months after delivery.
10.3. After lodging a complaint to TECMEC with respect to a defect or shortcoming in the delivered goods, the other party is obliged to grant TECMEC full cooperation to examine the complaint on its merits.
10.4. With due observance of the provisions in Article 10.7, TECMEC guarantees the correct operation of the goods it delivers during a period of one year after delivery. With respect to the Software, TECMEC then guarantees its correct operation for six months after delivery. Inspection work carried out by TECMEC in order to investigate whether a defect is covered by the guarantee is reimbursed by the other party if it appears that such a defect is not covered by the warranty. If it appears that a defect is covered by the guarantee, TECMEC is only obliged to comply with the provisions in Article 10.6. The guarantee obligation described in said Article only applies if the goods and/or Software delivered by TECMEC are used in accordance with the manual. Hours spent on guarantee activities, including travelling time as well as travel and accommodation expenses, are charged at the prevailing rates.
10.5. TECMEC will send product information to the other party at its request. TECMEC is not liable for any advice it provides concerning the quality and composition or the operation (if necessary, in combination with other goods) of the goods and services to be provided for projects/problems formulated by the other party.
10.6. If the delivered goods do not comply with the contract, TECMEC is only obliged – at its own discretion – to deliver the missing goods or repair (at a location to be determined by TECMEC) or replace the delivered goods, or refund the purchase price in full or in part.
10.7. In deviation from the provisions in Articles 10.4 and 10.6, TECMEC is not obliged to comply with these if:
10.7.1. the goods have been repaired by the other party or by third parties or an attempt has been made by the other party or third parties to repair the goods, unless TECMEC previously refused to repair the goods for a reasonable price;
10.7.2. TECMEC demonstrates that the defect does not become manifest from the abovementioned examination;
10.7.3. the other party has not punctually informed TECMEC of the defect with due observance of the provisions in Article 10.1 and/or has not fully complied with the instructions of TECMEC;
10.7.4. the other party has used or handled the goods wrongly or not in accordance with the instructions of TECMEC;
10.7.5. the damage is the result of causes that cannot be observed by TECMEC that have taken place during transportation or installation;
10.7.6. the defects are the result of normal wear and tear;
10.7.7. if a PB is or will be used in combination with other programs than the Software.
10.8. The provisions set forth in this article are applicable as appropriate to the performance of services.
10.9. The other party is obliged to observe the instructions/safety regulations issued by TECMEC and also to do everything necessary to prevent damage being caused by the possession or use of the delivered goods. The other party indemnifies TECMEC from claims by third parties that are associated with the delivered goods, services and/or the Software.
10.10. TECMEC will defend itself against claims by third parties (not affiliated with the other party) in respect of an infringement of copyright in connection with the possession or use of the Software by the other party and/or all other intellectual property rights and/or every other claim that is based on the possession of the Software by the other party and/or the documentation is in conflict with the rights of third parties, but only if:
10.10.1. the other party immediately informs TECMEC in writing of such claim;
10.10.2. TECMEC gains overall control of both the defence that will be put forward in respect of such claim as well as of all relevant negotiations, with the condition also applying that the other party will not accept any liability in connection with such claim without the prior written consent of TECMEC;
10.10.3. the other party will provide all documents and information to TECMEC and will provide TECMEC will all assistance that TECMEC can reasonably expect in connection with these claims.
11.1. All goods purchased via TECMEC.shop can be returned to TECMEC after purchase if the buyer meets the following requirements
11.1.1. The buyer files a complaint within 48 hours after arrival.
11.1.2. All goods must be returned in original packaging latest 5 working days after arrival.
11.1.3. All goods are handled properly and used according to the specification, supplied by TECMEC
11.1.4. The buyer meets all requirements and specifications according to chapter 10; Complaints/ Claims.
12.1. Slight deviations in measurements, weights, figures, colors, and other particulars are permitted.
13.1. If the other party does not, not timely, or not properly fulfil any obligation under the contract, and also in the event the other party is declared bankrupt, is granted an official moratorium, or is placed in a legal guardianship, or its business ceases operations or is liquidated, TECMEC is entitled, at its discretion, without any obligation to pay damages and without prejudice to any other rights it may have, to rescind the contract in whole or in part, or to suspend the performance (or further performance) of the contract. In those instances TECMEC will moreover be entitled to demand immediate payment of all amounts owed to it.
13.2. If proper performance by TECMEC is impossible in whole or in part, either temporarily or permanently, as a result to one or more circumstances for which TECMEC cannot be held responsible, including those set forth in the following paragraph, TECMEC is entitled to rescind the contract, or suspend the (further) implementation of the contract and TECMEC is entitled to redistribute the production capacity among its customers at its discretion without being held responsible for compensation of damages.
13.3. Circumstances for which TECMEC cannot in any case be held responsible are: – conduct, with the exception of intent or gross negligence, of persons that TECMEC makes use of during the performance of the contract; – exercise of one or more rights by a third party against the other party in respect of a failure to fulfil a contract concluded between the other party and that third party with respect to the goods delivered by TECMEC; – strikes, lockouts, disease, import, export and/or transit prohibitions, transportation problems, non-compliance of the obligations by suppliers, disruptions in production, natural and/or nuclear disasters and war and/or threat of war, fire, flood and government intervention.
13.4. If the other party, after TECMEC has given it seven days notice, does not cooperate in respect of the delivery, TECMEC is entitled to terminate the contract with immediate effect.
These general conditions of sale are subject to Italian law.
In the event of a dispute between the Seller and the Customer, the express attribution of jurisdiction is given by the competent court of Milan (Mi) – Italy, the place of the Seller’s registered office.
TECMEC S.r.l. P.IVA 10288840159
Tel : +39 02 9469871
Fax : +39 02 94698741
tecmec@tecmec.com
Località Faustina, 63 – 20080 – Albairate (MI) Italy
© 2022 Tecmec S.r.l. – All rights reserved.| P.IVA 10288840159