1.ACCEPTANCE OF ORDER
All orders are accepted and all deliveries are made in compliance with our Standard Sales Conditions as described below. Consequently, the issue of an order or the acceptance of a quotation by the Customer, in any form, are valid only if these Standard sales conditions are accepted in their entirety and without any reservations, except for those exceptions or further conditions which may have been drawn up or confirmed in writing by GEROS. The purchase order is valid as a time contractual offer, which is binding for the offerer for a one month period, starting from the moment in which GEROS takes cognizance of it. GEROS reserves the faculty to accept it or not, within the time above-mentioned. These Standard Sales Conditions are valid exclusively for direct contracts between GEROS and professional operators. On this point, the buyer declares he acts for professional purposes and that he is in no way a final consumer.
The goods, even when the carriage is paid by GEROS, always travel at buyer’s own risk and peril. When receiving the goods, the buyer, in his own interest, must check the quantity and conditions before accepting them and, being it necessary, immediately communicate in writing any irregularities to the transporter. Any claims related to the number and conditions of the delivered goods cannot be accepted if the buyer has not immediately expressed them in writing to the transporter.
Goods are sold ex works (GEROS warehouse). GEROS reserves the right, however, to ship the goods carriage paid and subsequently debit the transport costs in its invoice, if the amount of the shipment concerned is less than the minimum amount detailed in the current sales conditions applied to the customer. Delivery terms are purely indicative and imply no guarantee. They also exclude those situations of force majeure or unforeseen circumstances, which cannot be attributed to malice or serious faults of GEROS. The buyer shall not have the right, (in cases of delay or incomplete deliveries of the goods), to decline the risk, even partially, of the deliveries. The buyer waives all rights to claim any damages to GEROS for direct or indirect damage due to delays or partial deliveries. If, after the products have been prepared for shipment to the buyer, the delivery does not take place for reasons not attributable to GEROS, a communication (by registered letter, fax or e-mail) to the buyer stating that the goods are ready for shipment will be enough to consider the delivery to all intents and purposes as having been made. From that time on, the buyer will owe GEROS, in addition to the price agreed upon, also the expenses incurred for warehousing equal to 2% of the value indicated in the invoice, for each entire week of delay. The risks relative to the period of undelivered goods in GEROS warehouse are exclusively at the buyer’s charge.
4.QUANTITY – PACKING
The orders shall respect the minimum packaging quantities. In case of orders of inferior quantities, GEROS reserves the right to effect, after informing the buyer, an adjustment of the quantities to standard packaging. Packing, unless explicitly mentioned in the contract, is invoiced at cost.
5.PRICES (GROSS EXCLUSIVE OF VAT)
GEROS prices are intended for goods sold ex works (GEROS warehouse). They are purely indicative and are not binding GEROS in any way. GEROS reserves the right to vary them according to possible increases in costs for labour, raw materials, and other items that may have occurred during the period covered by the contract and up till the date of shipment and in any case modify its price list during the course of the year.
6.TECHNICAL DATA AND PRODUCT MODIFICATIONS
The products shown in the GEROS illustrative / promotional material (catalogues, price lists, etc.) that fall in the field of application of one or more than one of the following Directives: 2006/95/EC (“Directive about the approximation of the laws of the Member states related to the electrical equipment to be used within certain tension limits”), 2004/108/EC (“Directive on the approximation of the laws of the Member States relating to electromagnetic compatibility), 1995/5/EC (“Directive on radio equipment and telecommunication terminal equipment and the mutual recognition of their conformity” – adopted by Legislative Decree n. 269/2001), 1994/9/EC (“Directive on equipment and protection systems to be used in a potentially explosive atmosphere” – adopted by Presidential Decree n. 126/1998) and 1989/106/EEC (“Directive on building products” – adopted by Presidential Decree n. 246/1993), are in line with their basic requirements in order to be put on the market and come into service in the European Community. Presumption of conformity with the EC Directives is shown by affixing the “EC” marking on the product and/or packing and/or utilisation notes. Products that do not fall within the field of application of the aforementioned EC Directives must anyhow conform to the qualitative standards foreseen by the regulations in force and by the Directive 2001/95/EC (“Directive on general product safety), adopted by Legislative Decree n. 172/2004. Products only for export to non-EU member countries (which must not be put on the market and into service in EU member countries) are duly marked throughout the GEROS illustrative / promotional material. These products, which do not satisfy the regulations and/or the technical specifications in force in the European Community, shall be supplied only to the buyer who specifies in the order that the destination country does not belong to the European Community and who declares that he has carried out all the checks about the compatibility of the security standards in force in the non-EU country to which the products are bound for. In any case, all GEROS products are manufactured in a workmanlike manner. As per safety, if they are correctly installed by expert personnel, for the use for which they are intended, and maintained in a fit and adequate manner by qualified personnel, they ensure the safety of people, animals and property. Within the framework of the above-mentioned regulations and principles, GEROS reserves the right to make all the modifications it alone believes expedient (at any time and with no requirement to give prior notice) to improve the performance of its products and meet its own technological and production requirements. Measurements, photos and drawings of products and components are given for purposes of information and are not binding in any way as they may be modified without notice. All the products must be connected and installed following the “system” regulations in force in the destination countries and the information must be included in the Catalogue and in the instruction sheets (if any) by trained staff.
7.WARRANTIES, COMPLAINTS AND RESPONSIBILITIES
All GEROS products are covered by warranty of perfect working, for production faults and/or defects, for a period of two years from the date of delivery with the exception of parts of normal wear. Any complaint for malfunctioning or production defects and/or quality problems of the goods, must be made to GEROS in writing within eight (8) days from the date when the goods are received in case of apparent defects and/or quality problems, and within eight (8) days from the date of discovery of defects and/or quality problems when not apparent. For the complaint to be accepted, the buyer shall demonstrate that the product has been correctly stored and, if already installed, that such installation was correctly carried out. The warranty is limited, with the exclusive choice being left to GEROS, to replace the defective parts or products (by identical or similar products), or to repair the defective parts/products. In any case, the compensation for any damage is excluded together with the reimbursement of any expenses incurred, deriving from the use of products, their repair or replacement, and by way of an example which is not exhaustive, from the block of the systems where the equipment has to perform. Therefore, GEROS is exempt, except for the law binding limits, from all contractual or extra contractual responsibilities. GEROS assumes no responsibility for products marketed and/or installed in countries where regulations in force forbidding their use, or for kinds of use different from the ones they are destined for, being their responsibility in charge of the buyer and/or user.
Goods cannot be returned without written authorization by GEROS. In absence of the written authorization, the goods shall be sent back to the consigner who will be charged of transportation costs. In case of authorized returned goods, the goods shall be delivered CPT (Incoterms 2000) to GEROS warehouses within the essential term of eight (8) days, starting from the receipt date of GEROS authorization, and they shall be credited at the purchase price plus a further charge as a refund for the administrative charges, agreed for at least 15%. In any case, GEROS reserves the right to accept the returned goods, or, to apply a higher percentage as compensation for administrative charges, in case the goods are returned later than the above-mentioned terms.
It is expressly stated that title in any goods supplied by GEROS does not pass to the buyer until full payment has been received by GEROS: only at this point the ownership of the bought products shall pass to the buyer. Payments shall be effected respecting the modalities indicated in the supply conditions in force. Any delays, albeit partial, in payment of invoices beyond their due dates are sufficient grounds for the charging of interest, in respect of what foreseen by the Directive 2000/35/EC, adopted in Italy by Legislative Decree 231/02, regarding payment delays in commercial transactions. Failure to pay for any reason is sufficient ground for GEROS to suspend further supplies. The suspension of supplies is also foreseen in cases in which an important modification of the economic situation of the buyer occurs as, by way of an example which is not exhaustive, controlled administration, arrangement with creditors, bankruptcy, winding-up of business or anyway heavy financial difficulties. For payments against cash order or by bank transfer or other forms of payment, the possible collection expenses and stamp duties are charged to the buyer. The discount granted according to the method of payment on the due date, if contemplated in the contract, is subject to strict observance of payment term limits, beyond which it is no longer valid, and the buyer who may have deducted the corresponding sum without due cause must return it. The buyer cannot raise any objection to avoid or delay payment, with the sole exception of invalidations, cancellations and terminations of the contract within the terms of the law. Failure to pay within such limits will involve the lapse of the right to the discount for the buyer.
10.APPLICABLE LAW AND PLACE OF JURISDICTION
Even when contracts are concluded with foreign buyers and for materials supplied abroad, they are governed by the Italian law, or at GEROS choice, by the law of the place where the buyer or the GEROS subsidiary has its premises (which has made the purchase order). The only Court having jurisdiction over any disputes that may arise is that of BASSANO DEL GRAPPA (Italy) without any exceptions. It is excluded the application of Vienna agreements of 1980 and Aja, related to the international contracts of goods sale.
GEROS undertakes to collect and manage the personal data which may come to her knowledge according to the Legislative Decree 196/03, for purposes related to the completion of this contract and for the fulfilment of any law obligation, also if for tax or book-keeping purposes. The information report is available on the web site www.geros.it.