1. Definitions
In these terms and conditions (“Conditions”) the following words have the following meanings:
(a) “Contract” shall mean a contract for the sale and purchase of Products for a professional use
(b) “Delivery” shall mean delivery of the Products to the address specified in the Order
(c) “Products” shall mean products of the Seller
(d) “Order” shall mean a purchase order directed by the Purchaser to the Seller for the supply of products specified therein on the basis only of these Conditions
(e) “Buyer” shall mean the company or the institution which send the Order
(f) “Seller” shall mean Elements S.r.l., with registered office in Viale Europa 596 – 47521 – Cesena – FC – ITALY
(g) “Quotation” shall mean the estimate of purchase price for the Products
2. Quotation and Order
(a) Upon request of the Buyer, the Seller shall send together with the Conditions, the Quotation for the Products required. The Quotation shall also include the indication of Products country of origin and manufacturing, that shall be usually Italy
(b) The Quotation is expressed in Euro, except for sales in US market, for which it will be in US Dollar
(c) In case of acceptance of the Quotation, the Buyer shall send via e-mail an Order, with any specific information provided by the Quotation
(d) The Order shall constitute the acceptance of the proposal made by the Seller with the Quotation and the Conditions. Upon receipt of the Order by the Seller, the Contract shall be deemed executed between the Seller and the Buyer
(e) With the Order, the Buyer accepts the Conditions; in case of possible general terms and conditions sent by the Buyer with the Order, these will be valid only for the aspects not regulated by the Conditions
(f) The Seller, within 3 days from the receipt of the Order, shall send a confirmation to the Buyer. The said confirmation has the sole value of an acknowledgement of the conclusion of the Contract with the Order
3. Price and Payment
(a) Unless otherwise agreed in writing, a separate invoice shall be rendered against each Order and shall be sent to the Buyer by the Seller upon receipt of the Order
(b) All invoices shall state the Order number to which they relate
(c) The Buyer shall process payment by 30 days from the invoice reception, unless otherwise agreed in writing with the Seller
(d) Payment must be made by bank transfer to the following bank account in the name of the Seller
(e) In case of payment in EURO:
Intesa SanPaolo – Agenzia Cesena Centro
Via Eugenio Curiel, 13 – 47521 – Cesena – FC – Italy
Account Name ELEMENTS SRL
Account Number 100000003251
Swift code (BIC) BCITITMM
IBAN code IT21 C030 6923 9031 0000 0003 251
(f) In case of payment in USD (US ONLY):
Intesa SanPaolo – Agenzia Cesena Centro
Via Eugenio Curiel, 13 – 47521 – Cesena – FC – Italy
Account Name ELEMENTS SRL
Account Number 161009304044
Swift code (BIC) BCITITMM
IBAN code IT17V 03069 23903 161009304044
4. Shipment and Delivery
(a) The shipment costs shall be borne by the Buyer. Any possible custom duty and tax shall be borne by the Buyer
(b) The Delivery shall be made to the address indicated by the Buyer in the Order
(c) The risk related to the Products shall be transferred by the Seller to the Buyer upon delivery
5. Defects after Delivery -Warranty
(a) The warranty provided by the Seller shall have a duration of 1 year from the date of Delivery of the Products
(b) To activate the warranty, the Buyer shall notify in written to Seller any kind of defects of Products. The denunciation of defects shall be detailed and accompanied by photos or any other elements of evidence within 8 days from the date of the delivery
(c) Depending on the type of defect, the Seller shall:
(i) repair the Products within a reasonable period of time from the request and the return of the Products to the Seller
(ii) replace the Products within a reasonable period of time from the request and the return of the Products to the Seller
(d) In particular, the Seller shall communicate, within 15 days from the receipt of the denunciation of the Buyer, which remedy shall be applicable, on the basis of the description of defects and the documentation provided by the same Buyer
(e) Regardless of the remedy applied, the Buyer shall return the Products to the Seller address. The costs borne by the Buyer to return the Products shall be refunded by the Seller, by a bank transfer
(f) The warranty does not cover damage caused by: improper installation, tampering, improper maintenance, incorrect use, improper or different from the warnings in the instruction manual, intervention of unauthorized persons, accident or force majeure
6. Liability of the Seller
(a) The Seller shall not be liable for any damage caused in relation to any use of the Products not compliant with the instructions, or which is the work of staff who are not suitably competent and/or for any damage caused in relation with an improper manipulation of the Products and/or for any damage occurred under unforeseeable circumstances and force majeure events
(b) In any case the Seller shall not be liable for any indirect damage caused by the Products, except in case of fraud or gross negligence
7. Applicable Law and Jurisdiction
(a) These general conditions of sale are governed by Italian law, with the exclusion of Convention on Contracts for the International Sale of Goods (Vienna, 1980)
(b) The Seller and the Buyer shall endeavour to settle amicably any dispute arising from and/or in any way connected to these general conditions of sale. If within one (1) month from the notification of one of the parties to the other party about the existence of the dispute, it has not been possible to reach an amicable agreement, the dispute shall be under the exclusive jurisdiction of the Court of Bologna, excluding any other Court
The Buyer
Pursuant to article 1341 of Italian Civil Code the Seller hereby declares to expressly agree upon and accept the following provisions: Article 6 (Shipment and Deliver), Article 7 (Defects after Delivery-Warranty), Article 8 (Liability of the Seller), Article 9 (Applicable Law and Jurisdiction)
1 All defect clauses also apply to products that have been rented out