These terms and conditions of sale govern the relationship between Doss Visual Solution srl, hereinafter referred to as the Seller, and the Buyer or Customer.
1. This Order Acknowledgement is valid for 30 days. At the end of this period, if the Buyer has not countersigned the Order Acknowledgement for acceptance, the Seller reserves the right to cancel or amend what has been agreed upon.
2. Any supply will include the machinery, equipment and services specified in the Order Acknowledgements issued by the Seller, subject to the conditions specified therein. Orders will not be binding on the Seller until they have been formally accepted. Any changes must be requested by the Buyer in writing and approved by the Seller.
3. Prices quoted in our Order Acknowledgements are calculated on the basis of the costs prevailing on the date thereof and do not include VAT. Prices may therefore change if raw materials, components and energy costs vary by +/-5% at the time of delivery.
The prices quoted in the currency of our Order Acknowledgements are determined on the basis of the exchange rate communicated on the date the Order Acknowledgement is issued. Prices may therefore be subject to change if the exchange rate at the time of delivery is more than 3% higher than the rate on the date of invoicing.
4. All the goods specified in the Order Acknowledgement are sold under a Retention of Title Agreement until the agreed amount has been paid in full (Article 1523 et seq. of the Italian Civil Code). The Buyer may not resell, transfer or pledge the purchased machines without first paying the full amount to the Seller, which must be notified immediately, by registered letter, of any enforcement procedures initiated against the machinery at the request of third parties. Any breach of the obligations contained in this article will result in the automatic termination of the contract. In addition, a penalty for damages equal to the outstanding amount still owed to the Seller will be imposed. This is without prejudice to the Seller’s right to claim further damages. The Buyer must also insure the machinery against the risk of fire and provide proof of this on request and is responsible for keeping it safe from damage by third parties until payment has been made in full. From the moment of dispatch, the risks are assumed by the Buyer. It is expressly understood and agreed that, in the event of non-payment, promissory notes or bills of exchange, be they authorised or renewed, do not derogate from the principle established in the last paragraph of Article 1498 of the Italian Civil Code concerning the place of payment, which will be at the Seller’s domicile. The Seller reserves all proprietary rights to know-how, designs, manuals, drawings and software logic produced by its own technical departments. The Buyer acknowledges all such rights and undertakes NOT disclose the foregoing to any third party without the Seller’s written consent.
5. The delivery period will commence on the date of receipt of all the documents sent to the Buyer (Order Acknowledgement) and returned to the Seller signed for acceptance (subject to payment of the advance agreed upon at the time the order was drawn up). Any requests for technical improvements or changes will result in a postponement of the delivery dates (which are in no case binding on the Seller) and will in any case entail a revision of the previously agreed costs. In addition to force majeure, reasons for delays in delivery include strikes, lockouts, fires, floods, work stoppages due to lack of raw materials, both at the Seller’s premises and at the premises of its suppliers. Bearing in mind that the Seller must endeavour to keep delivery delays within a period acceptable to the Buyer, under no circumstances will the Buyer be entitled to compensation for late delivery.
6. Payments will be made to the Seller’s Head Office. In the event of late payment, the terms of which will in any case be set out in the Order Acknowledgement, the Buyer will be liable to pay interest on arrears. Payment by means of bills of exchange is offered for convenience of settlement only, without any transfer of obligations, and the place of payment will remain the Seller’s domicile. After the expiry of the agreed terms, no currency discount or other discount will be recognised. 15 days after payment is due, the Seller will be entitled to issue a bill of exchange payable at sight with costs. Claims for defects or faults in the delivered machinery, such as missing equipment and accessories, when this does not exclude normal machine use, will not entitle the buyer to suspend payments, even partially.
7. The prices quoted in the Order Acknowledgement are for material inspected and tested at the Seller’s premises and in the presence of one of the Buyer’s technicians who will certify that the inspection has been carried out correctly. In any event, a report will be drawn up following the machine inspection and will be sent to the Buyer for confirmation. If the parties agree, this confirmation may replace the machine inspection even in the absence of one of the Buyer’s technicians at the time of the inspection. In the absence of acceptance of the machine or acceptance by confirmation of the inspection report, the machine cannot be delivered to the Buyer and this will constitute a breach of contract by the Buyer.
8. Unless otherwise stated, the prices quoted in the Order Acknowledgement do NOT include the following services to be performed at the Buyer’s premises:
At the express request of the Buyer, the Seller may send its own technicians or fitters to perform the aforementioned operations and for repairs or replacements not covered by the Contractual Warranty.
Unless otherwise stated, all such services must be paid for in full by the Buyer and be invoiced in accordance with international accounting standards. All costs associated with the working hours of the Seller’s technicians/fitters (e.g. travel time, staff transport costs, board and lodging in hotels acceptable to the staff etc.) will be borne in full by the Buyer.
9. At the time of the inspection at the Seller’s premises, the Seller must inform the Buyer so that it can send one of its technicians to take part in the inspection. At the end of the inspection, both parties will draw up an inspection report and sign the Machine Acceptance Form.
10. In the event of a change in the technical version of the machine occurring automatically between the date the contract is entered into and the date of delivery to the Buyer, the Seller reserves the right to deliver the machine in the updated version: any increase in cost will be borne entirely by the Buyer, unless otherwise agreed.
11. Unless otherwise indicated, the prices of the materials specified in the Order Acknowledgement are EX SELLER’S PREMISES. All packing and transport costs are the responsibility of the Buyer. The Seller must, at its own discretion, arrange for packaging, which will be deemed suitable if accepted without reservation by the Carrier. Goods always travel at the expense, risk and peril of the Buyer, even if delivered free of charge. If dispatch of a delivery is delayed in whole or in part for reasons attributable to the Buyer, all risk and peril regarding the preservation of the machine will pass from the Seller to the Buyer from the date of notification of readiness for dispatch, irrespective of whether or not the Seller retains title.
In this case, the Seller itself may require payment of storage costs. Once the material has been delivered to the Buyer’s premises, the Buyer must take out the necessary insurance to cover any damage that may occur during assembly and connection.
12. For a period of 12 MONTHS from the date of acceptance of the machinery at the Buyer’s premises (and in any event not later than 12 MONTHS from the date of dispatch from the Seller’s premises), the Seller guarantees the good working order of the product, the quality of the materials used and faultless workmanship. This guarantee is understood in the sense that the Seller undertakes to repair or replace, EX ITS OWN PREMISES, those parts which, in the Seller’s unquestionable opinion, prove to be defective as a result of poor material or construction, with the exception of those parts which are normally subject to wear and tear, provided that they are the cause of the malfunction. Apart from the aforementioned repair/replacement, the Seller is under no obligation whatsoever, and the Buyer in particular has no right to cancel the contract or claim compensation for damages.
13. The warranty will NOT be recognised by the Seller or will cease immediately in the following cases:
The machine warranty does NOT cover:
In any case, any legal action for defects, lack of quality, performance requirements and for any other reason or claim must be brought by the Buyer within 6 months from the date of dispatch of the machinery under penalty of forfeiture and will be or become inadmissible if the Buyer has failed to pay even one instalment by the agreed due date. If the delivery consists of several parts, any complaint concerning one or more of these parts cannot be extended to all the other parts which are capable of functioning independently of the parts in question, even if the price has been agreed for the entire delivery. After delivery and subject to the provisions of this paragraph, the Seller will be released from all liability, including for defects due to causes existing prior to delivery.
It is expressly agreed that the Buyer will not make any claims for personal injury or damage to property other than the object of the contract and occurring after delivery, nor for loss of profit, except in the case of gross negligence on the part of the Seller. Gross negligence does not mean any lack of care or diligence, but an act or omission on the part of the Seller involving both a failure to appreciate the serious consequences that a Seller would ordinarily foresee and a wilful disregard of any consequences arising from such act or omission.
14. The order implies acceptance of all these General Terms and Conditions of Sale from which NO derogation is permitted, unless expressly agreed in writing by the parties.
Any dispute arising out of or in connection with this Agreement will be construed in accordance with the substantive laws of the Italian Republic, without regard to its conflict of laws rules. The provisions of the United Nations Convention on Contracts for the International Sale of Goods do not apply to this agreement or to the services covered by this Agreement.
The JUDICIAL AUTHORITY of BRESCIA will have exclusive jurisdiction for any dispute arising from the interpretation and execution of the contract.