GENERAL TERMS AND CONDITIONS OF SALE PROSINO S.r.l. – ITALY
Art. 1 OBJECT OF THE CONTRACT
- 1.1 The present terms and conditions of sale shall regulate any contract between PROSINO S.r.l. (the SUPPLIER) and the BUYER having as object the products manufactured by the SUPPLIER (the “Products”).
Art. 2 PRICES, PAYMENT AND DELIVERY
- 2.1 The BUYER shall pay to the SELLER the Sale Price within the terms and the conditions indicated in the Offer.
- 2.2 The Product shall remain the property of the SELLER until paid for in full by the BUYER even if it will became a part of a more complex machine.
- 2.3 The SUPPLIER shall deliver the Products within the terms and the conditions (Incoterms ICC 2020) indicated in the Order Confirmation send by the SUPPLIER or otherwise agreed in writing by the parties.
- 2.4 The BUYER shall pay to the SELLER the Sale Price within the terms and the conditions indicated in each Order Confirmation. The lack of payment of the Sale Price indicated in the Order Confirmation shall entitle the SELLER to suspend the delivery of the Products and to start any legal procedure and to claim the relating damages.
- 2.5 The BUYER shall take delivery the Products within the terms and conditions (Incoterms ICC 2020) indicated in each Order Confirmation.
Art. 3 THE SELLER’S WARRANTIES, CLAIMS AND RETURNS
- 3.1 The SELLER shall guarantee that the Products shall be free from defects and conform to the goods described in the Order Confirmation and shall guarantee the performances indicated in the Technical Specifications annexed or indicated on the website www.prosino.com at the conditions that the BUYER shall comply the Seller’s Technical Instruction and Maintenance Guidelines.
- 3.2 More specifically, the guarantee shall cover the Product’s defects and shall not cover the defects caused by:
- 3.2.1 Negligent or improper use of the Product and in any case not conforming to the Technical Specifications or in the Installation manual;
- 3.2.2 Non-compliance with the Technical Specifications of the Products;
- 3.2.3 Repairs or modifications made by the BUYER or by third party without any prior written authorization by the SELLER;
- 3.2.4 Anomalies caused by, or in connection with, the components assembled or added directly by the BUYER or by third party;
- 3.2.5 Lack or unsuitable maintenance;
- 3.2.6 Whatever not due to the original workmanship or material defects.
- 3.3 Any claim of non-conformity quality shall indicate in writing the defective part or the component, giving a detailed picture and description.
- 3.4 The SELLER shall guarantee to the BUYER the warranty period of the Products for 12 (twelve) months starting from the delivery. After the above mentioned delay, the guarantee period must be considered terminated. The BUYER shall communicate in writing to the SELLER within 8 (eight) days from the delivery or in case of hidden defects, within 8 (eight) days from their discovery.
- 3.5 The obligation of the SELLER under this warranty is limited to the replacement of the defective parts or components. Any other warranty shall be excluded.
- 3.6 The BUYER’s claim shall be immediately notified to the carrier signing the Transport Document (delivery note) subject to the SELLER‘s check.
ART. 4. CONFIDENTIALITY, TRADEMARK AND INDUSTRIAL PROPERTY RIGHTS ON THE PRODUCTS.
- 4.1 The SELLER and the BUYER agree that the trademark, trade names and other industrial property rights shall be used for the sole purpose of this contract.
- 4.2 The SELLER and the BUYER agree that the SELLER’s know-how and any other confidentially information shall be treated confidentiality by the BUYER and the BUYER shall not disclose it to any third parties.
Art. 5 MISCELLANEOUS
- 5.1 The terms and conditions indicated in each Order Confirmation sent by the SELLER to the BUYER shall be integral parts of the present contract. In case of discrepancy, the Order Confirmation sent by the SELLER to the BUYER shall prevail.
- 5.2 Any communication between the parties shall be in writing.
- 5.3 Any variation or modifications to the present contract shall be agreed in writing.
ART. 6. GOVERNING LAW AND ARBITRATION
- 6.1 This agreement shall be governed by the Italian law.
IF THE BUYER HAVE ITS SEAT WITHIN THE TERRITORY OF THE EUROPEAN UNION
- 6.2 Any dispute arising out of or related to the present contract shall be settled exclusively by the Court of Turin.
IF THE BUYER HAVE ITS SEAT OUT OF THE EUROPEAN UNION
- 6.3 Any dispute arising out of or related to the present contract shall be settled by arbitration under the Rules of the Chamber of Arbitration of Milan, by a sole arbitrator, appointed in accordance with the Rules. Place of arbitration shall be Milan, Italy. Language of Arbitration shall be English.