GENERAL TERMS OF SUPPLY

I.Supply conditions

1. For all supplies or services (hereinafter called ‘supplies’) made by EPISTOLIO SRL only the written conditions apply. Any conditions of the Customer, in addition to or derogating from the following, are valid only if EPISTOLIO SRL has explicitly accepted them in writing.

2. EPISTOLIO SRL retains the right of ownership and author for offers, drawings and other documentation that can be given to third parties only with its consent. If the order is not concluded, EPISTOLIO SRL may request a return which cannot be refused by the Customer. EPISTOLIO SRL has the obligation of confidentiality for the documentation received from the Customer, which however can be given to third party Suppliers, under the same constraint, to which EPISTOLIO SRL has contracted part of the work.

3. In offers and order confirmations everything not expressly indicated is NOT to be considered part of the supply.

4. EPISTOLIO SRL reserves the right to make changes to the products at any time without obviously altering the functionality of the plant itself.

II. Prices and payment terms

1. Prices are understood to be ex works supplier, packaging excluded, + VAT if due.

2. If EPISTOLIO SRL also performs the installation of the supply, and if not otherwise agreed, in addition to the agreed cost, the accessory costs will also be charged to the Customer, such as travel costs, transportation costs for tools and personal luggage, and per diem.

3. Payments must be made to EPISTOLIO SRL without any deduction ‘at the place of payment of EPISTOLIO SRL’.

4. Prices are in Euro. The value of the packaging, if particular, is added to the invoice.

5. For supplies and works for which an amount cannot be fixed at the time of the order, EPISTOLIO SRL reserves the right to request, according to the circumstances, a payment on account to the provisional order and partial payments during the execution according to the costs accrued.

6. If the agreed payment terms are exceeded, the consequence of the delay will come into force without any particular request. Subject to any other claims being valid, annual default interest of 3% is applied which is higher than the current discount rate. EPISTOLIO SRL reserves the right to assert any greater damage.

III. Property reserve

1. The goods supplied remain the property of EPISTOLIO SRL until the Customer has fulfilled everything he owes to EPISTOLIO SRL.

2. During this period of existence of the retention of title the Customer cannot give the goods to third parties as a pledge or other form of guarantee;

3. The Customer must immediately inform EPISTOLIO SRL in the event of attachment, seizure or other interventions or provisions by third parties.

4. In case of culpable violation of essential contractual obligations by the Customer, especially in the event of late payment, EPISTOLIO SRL is authorized to resume the goods after reminder and the Customer is obliged to return it. The resumption and / or the fact of enforcing the right of ownership or distraint of the goods in question by EPISTOLIO SRL does not represent a recession from the contract unless EPISTOLIO SRL has explicitly declared it.

IV. Terms of supply, delays

1. Compliance with the agreed delivery or execution terms of the supply presupposes the arrival in time of all the documentation that the Customer must make available, as well as the compliance by the Customer with the payment conditions and other agreed obligations. If all this does not take place in good time, EPISTOLIO SRL cannot be held responsible for postponements of delivery terms; this does not apply if the delay is due to EPISTOLIO SRL.

2. If EPISTOLIO SRL’s delay is due to force majeure, for example mobilization, war, riots or similar events such as strikes, lockouts, EPISTOLIO SRL cannot be held responsible.

3. Claims for compensation by the Customer in all cases of delayed supply are excluded, even after the expiration of any further term granted to EPISTOLIO SRL.

4. If the shipment or delivery is delayed at the request of the Customer for more than 30 days after notification of the goods ready for shipment, the Customer must also make the agreed payments. Otherwise EPISTOLIO SRL may charge the Customer 0.5% of the price of the goods for each week with a maximum of 5% of the agreed price.

V. Passing of the risk

1. Even in the case of delivery free port the risk passes to the Customer:

a) for supplies without installation or assembly: when the goods have been shipped or withdrawn. Upon request and at the expense of the Customer, EPISTOLIO SRL will insure the supplies against the usual risks of transport;

b) for supplies with installation or assembly: on the day of taking over in one’s own factory.

2. If, for reasons attributable to the Customer, there are delays in shipment, delivery, start and / or execution of the installation or assembly, takeover in its own factory or testing, or if for other reasons the Customer delays taking delivery, the risk passes to the Customer when EPISTOLIO SRL communicates the availability of the goods.

VI. Taking over

The supplies must be taken over by the Customer even if they have defects that are not relevant for their use.

VII. Warranty

EPISTOLIO SRL is responsible as follows for any flaws or defects in the supply as follows:

1. Within 12 months – without taking into account the duration of actual use – EPISTOLIO SRL must repair or supply all parts from scratch or carry out all services again whose usability is not only insignificantly impaired for a case dating back before the passage of the risk.

2. The right to the warranty expires 12 months after the notification of the defect that must be sent to EPISTOLIO SRL immediately and in writing.

3. In the event of a complaint of a defect, the Customer may withhold payments for an amount that must have an adequate relationship with the defect that has occurred.

4. He must grant EPISTOLIO SRL adequate time and opportunity to eliminate the defect. If this is denied, EPISTOLIO SRL is exempt from this in this regard.

5. If EPISTOLIO SRL allows adequate time to pass, without eliminating the defect, the Customer can request a reduction in the compensation (reduction)

6. The warranty does not cover natural wear or damage after passing the risk due to negligent or incorrect treatment, excessive stress, external influences not assumed under the contract, and due to defects that cannot be reproduced in the software. The guarantee does not exist for improper modifications or repair work carried out by the Customer or by third parties, and for their consequences.

VIII. Validity of the contract

In the event of legal invalidity of individual points the contract remains binding in all remaining parts.

INDUSTRIAL AUTOMATION COMPONENTS

CGF Rev. 0 of 16.09.10

 

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