AEROTECNICA COLTRI S.p.A.

一般销售条款

General Sales Conditions of Aerotecnica Coltri S.p.A.

The supply of equipment or of goods manufactured and/or marketed by Aerotecnica Coltri S.p.A. is subject to the following “GENERAL SALES CONDITIONS”, WHICH ARE ESSENTIAL AND WHICH THE PURCHASER OR CUSTOMER EXPLICITLY STATE THAT THEY KNOW AND APPROVE IN FULL WITHOUT ANY RESERVATION. Any waiver must be consequent to an appropriate and explicit written agreement.

I. General information / Scope of application

1. These General Sales Conditions (GSC) shall apply to all sales contracts concluded in respect of all products and equipment marketed by Aerotecnica Coltri S.p.A., including accessories and spare parts, besides with reference to any installation and/or maintenance operations besides operational training sessions. Any divergent regulations, in particular different conditions, even general ones, set by the Customer, shall be considered as accepted only if Aerotecnica Coltri S.p.A. expressly confirms them in writing instead of these General Sales Conditions. It is understood that General Sales Conditions shall also apply with regard to consumers, in so far as they are compatible with current legal provisions.

2. Correspondence by Aerotecnica Coltri S.p.A., whether electronically printed or sent via e-mail, such as for example order confirmations, invoices, credit notes, statements of account and payment reminders, are considered to be valid and binding for all legal effects even if not bearing any signature.

II. Offers and concluding the contract

1. Aerotecnica Coltri S.p.A. offers are not binding and are subject to proper and timely delivery by our suppliers, unless otherwise expressly agreed in writing between the parties. Orders are binding only when written confirmation is received, unless the supply of Aerotecnica Coltri S.p.A. forming the subject of the order has already been carried out or invoiced.

2. Proprietary rights and intellectual property rights, especially the rights of reproducing and distributing pictures, drawings, calculations and/or other documents which the Customer acquires with an offer made by Aerotecnica Coltri S.p.A., should be considered as strictly confidential. These documents must not be made accessible to third parties, except in the event of further sales subject to contract terms, and, in case of non-conclusion or breach of contract, these must be returned to Aerotecnica Coltri S.p.A., on request.

3. The Customer is liable for the accuracy of the documentation which it is bound to provide, e.g. samples and drawings. Should the manufacturing of designer and sample goods or on the basis of other data supplied by the Customer, involve a breach of third party industrial property rights, the Customer as from now indemnifies Aerotecnica Coltri S.p.A. from any industrial property right pertaining to the owner.

4. All orders are understood to be transferred subject to acceptance by Aerotecnica Coltri S.p.A: any total or partial cancellation of orders will not carry any civil liability with regard to the latter and cannot therefore give rise to any indemnity claim.

III. Prices and payment methods

1. Selling prices are those shown in the price list in force at the time of delivery of ordered goods.

2. Unless otherwise regulated, prices given by Aerotecnica Coltri S.p.A. are ex factory in Desenzano del Garda (BS). Packaging and shipping costs shall be borne by the Customer. Confirmed prices will only be valid if the confirmed quantity is collected.

3. If at the time of delivery, the price list in force will be higher than that agreed with the Customer, unless otherwise expressly agreed in writing between the parties, the highest price list will apply if, for reasons attributable to the Customer, the delivery is made after four months following the conclusion of the contract, provided that the invoice would not have already been issued and paid by the Customer.

4. Unless otherwise agreed between the parties, the term for the payment of the net purchase price is understood to be within seven days of the invoice (invoice date). Any different payment terms will be shown on the invoice. Aerotecnica Coltri S.p.A. reserves the right to request payment in advance from the Customer.

5. The acceptance of bills of exchange and cheques requires the prior consent of Aerotecnica Coltri S.p.A. and is only possible as a means of payment. Cash receipt expenses and other costs will be borne by the Customer.

6. If a Customer has due payments which are paid in arrears, the company Aerotecnica Coltri S.p.A. will be entitled to suspend the supply of other orders made by the said customer. If payment of the amounts due in arrears are made, Aerotecnica Coltri S.p.A. shall be entitled to deliver a new supply while taking into account, according to equity, the other supply commitments.

7. If the Customer does not meet its payment obligations (e.g. a dishonoured cheque or a bill of exchange) Aerotecnica Coltri S.p.A. will be authorised to demand immediate payment of its entire credit, without taking into account the expiry of bills of exchange which have been accepted but which have not yet matured. Besides, Aerotecnica Coltri S.p.A. will be authorised to deliver the outstanding supplies only against advance payment or a bank guarantee. If also, while fixing an adequate term, the failure of payment in advance or of a bank guarantee persists, Aerotecnica Coltri S.p.A. will be entitled to withdraw from the contract with regard to such deliveries as have not yet been made, resulting in the consequent extinction of any right claimed by the Customer regarding undelivered supplies. This concerns situations which justify the right Aerotecnica Coltri S.p.A. has also to make use of the right, besides withdrawal, to compensation for damages and to the retention of title, as stated in paragraph V below.

8. The payment conditions stated on the orders, after the acceptance of the said order, are binding on the Customer. Any dispute on the goods cannot result in suspensions, delays, deferrals, reductions, etc. of any kind in paying the invoices. Any dispute whatsoever shall be made, under penalty of forfeiture, clearly and precisely, in writing, within a period of 8 days from the date of delivery of the goods.

9. In the event of delays and/or extended payment terms interests will be calculated to the maximum extent permitted by Legislative Decree no. 231/2002 (Implementation of Directive 2000/35/EC on combating late payments in business transactions) as in force.

IV. Tolerance for performance data

1. As for the quality and kind of goods or services there is deemed to be agreed between the parties the product description provided by Aerotecnica Coltri S.p.A. and possibly by the manufacturer. The insurances and guarantees granted by Aerotecnica Coltri S.p.A. will only be effective if made in writing. As regards advertising information, Aerotecnica Coltri S.p.A. will be liable only if it would have taken the initiative and if the Customer’s purchase decision would have been effectively affected. Data, drawings, pictures, performance descriptions, size and weight specifications or any other performance data contained in catalogues, price lists, brochures, circular letters, other forms of advertising, further publications and/or documentation relating to the offer, are approximately in line with industry standards. Any reference to DIN will only have the function of defining the goods more precisely, but does not constitute any guarantee, unless this has been expressly agreed.

2. Acceptable deviations from performance data (tolerances) do not constitute a defect, in particular as regards the following tolerances: 

  • Flow from breathing air compressors: measured in refill bottles from 0 to 200 bar, ± 5%
  • Flow from industrial air and gas compressors: measured in accordance with VDMA 4362 with flow meter at 80% of final pressure ± 5%
  • Absorbed power: KW ± 5%
  • Compressor speed: 1/min ± 5%
  • Working pressure (final pressure): bar ± 5%
  • Safety valve test pressure: bar ± 5%
  • Operating voltage: Volt ± 10%, frequency Hz ± 1%
  • Noise in decibels at a distance of 1 m: ± 2 db
  • Net weight: kg ± 5%
  • Size: m ± 5%

3. Aerotecnica Coltri S.p.A. reserves the right to make unannounced structural alterations to units, insofar as these are compatible with commercial standards and acceptable to the other party in the contract. In the event of structural alteration made to a serial number product on the market, the Customer cannot claim that any equipment which has already been delivered should be readjusted.

V. Reservation of title to property

1. Aerotecnica Coltri S.p.A. reserves its property entitlement on movable goods until full payment of the entire purchase price has been effected. In particular, the delivered goods become the purchaser’s property only after payment is made of the last instalment, including principal, interest and costs. Aerotecnica Coltri S.p.A., in case of non-payment of an instalment exceeding the eighth part of the price, shall be entitled to terminate the contract and to demand the return of the goods; in such case there will be withheld all instalments as would have been already paid by way of compensation for use and of the default penalty. The return of goods will be organised by Aerotecnica Coltri S.p.A. with costs to be borne by the purchaser.

VI. Warranty

1. The Customer is bound to examine on a regular basis the goods received. It shall be incumbent on the Customer to write down immediately, upon receipt of the goods, on the delivery note or on the consignment note any identifiable defects, wrong amounts or incorrect supplies, within and not more than eight days after receipt and in any event the customer shall notify Aerotecnica Coltri S.p.A. in writing before subjecting it to alteration or installation. Otherwise, the supplies shall be deemed to have been approved.

2. The warranty period is for 12 months after the date of delivery. In particular, items which have been acknowledged to be defective can be replaced, as long as these would have not been altered during their assembly or were not used improperly with regard to what has been mentioned in the user and maintenance manual and/or with reference to UNIEN-ISO standards. In any case the liability of Aerotecnica Coltri S.p.A. will be limited to the sole replacement of the defective item, declining any further liability for any consequences and/or damages arising from the supply of the full equipment. No costs/additional expenses and/or supplementary charges will be acknowledged for assembly, dismantling, return shipping costs for the material back for repair or replacement under warranty, selection and for any purchases of replacement materials and for production shutdowns besides product recalls of Customer’s items.

3. The warranty does not cover damages caused by improper and incorrect use, wrong or incorrect assembly and/or commissioning made by the Customer or by third parties, by natural wear and tear, by mishandling or negligent handling, by the use of unsuitable materials, by improper storage, besides action caused by climatic, chemical, electrochemical and electrical agents, provided these are not attributable to the fault of Aerotecnica Coltri S.p.A.. The same applies for damages resulting from failure to observe the instructions for assembly, use and maintenance, besides alterations or inappropriate maintenance operations which are carried out by the Customer or by third parties and from interaction with non-original parts, as well as from continued use despite the onset of an obvious defect.

4. The onset of the warranty obligation is based on the assumption of a state of the art performance in the installation of equipment and of other items supplied by Aerotecnica Coltri S.p.A.. The warranty obligation shall lapse if the supplied goods undergo a transformation made by foreign subjects or by installing non-original parts, provided that the anomaly is not linked to transformation from a causal relationship. Similarly, it will be abolished if the Customer ignores the commissioning requirements and this attitude causes an abnormal situation.

5. The warranty will lapse if, once notified of the abnormal situation, Aerotecnica Coltri S.p.A. will not be granted the time necessary to make the improvements and/or carry out the necessary replacements at the discretion of the said Aerotecnica Coltri S.p.A.. Only in urgent cases of a threat to operational safety, so as to avoid damage of a disproportionate nature, the Customer will be entitled to repair it himself or to get it done by a third party, while demanding reimbursement from Aerotecnica Coltri S.p.A. of necessary expenses: in this case too it is an indispensable condition that the company Aerotecnica Coltri S.p.A. has been notified immediately about the damage.

6. At the discretion of Aerotecnica Coltri S.p.A. the warranty may be limited to free replacement and carriage paid within the European Union and the European Economic Area or to an adjustment. In case of replacement deliveries the goods subject to a complaint will become the property of Aerotecnica Coltri S.p.A. at the time when the latter recognises the legitimacy of the complaint. In any case the extra costs arising from difficult access to the plant or from insufficient working space or from supply deliveries to an area outside the European Union or the European Economic Area shall be borne by the Customer. If the Customer receives deficient assembly instructions, Aerotecnica Coltri S.p.A. will only be bound to provide complete assembly instructions.

7. If the Customer chooses to withdraw from the contract on the basis of an abnormality occurring after a failed subsequent performance, the Customer will not be entitled to any damages. If, after a failed subsequent performance, the Customer opts for compensation for damages, the goods will remain with the Customer, if he deems it to be so reasonable. Compensation for damages will then be limited to the difference between the purchase price and the value of the defective goods.

VII. Delivery and acceptance

1. The terms and conditions mentioned by Aerotecnica Coltri S.p.A. for deliveries or any performance will be considered indicative and not binding, unless expressly accepted in writing with a clear mention of calendar dates. The delivery terms given are considered to essentially start running after the confirmation of the order in writing is sent, so however not before the transfer of documentation and permissions by the Customer and not before the receipt of any certifications or permissions which have been necessarily issued by the competent authorities. If the client is obliged to effect advance payments, the delivery period will start running upon receipt of the advance payment at Aerotecnica Coltri S.p.A. Delivery terms and to effect performance shall be deemed to have been kept if, when they expire, the delivery item would have left the factory or warehouse of Aerotecnica Coltri S.p.A., or if the Customer would have been notified of the availability to deliver or the actual execution of the performance. Aerotecnica Coltri S.p.A. will be entitled to make partial deliveries within the limit of acceptability recognised by the Customer. To the extent that an acceptance procedure is requested, the acceptance term – with the exception of a justifiable refusal of the acceptance – and, in the alternative, the notice of availability to accept through final inspection will be decisive. If Aerotecnica Coltri S.p.A. were to prove that it was impossible for it to meet the agreed delivery terms for reasons beyond its control, such as, for example, force majeure, interventions made by public authorities, disasters, wars, riots, strikes in their premises, distribution facilities, at its suppliers companies and/or those providing transport means, then it will be authorised to deliver the supply once such impediment comes to an end.

2. In the event of late payment, the Customer will be charged with the costs arising from the deposit running as from the month following the notification of the availability to deliver, whereby Aerotecnica Coltri S.p.A. would be entitled to charge 0.5% of the amount invoiced for the goods for each month which would have started, without prejudice to the option Aerotecnica Coltri S.p.A. has to claim greater damages.

3. Compliance with the delivery and performance terms presupposes the fulfilment of contractual obligations due to the Customer. On request the latter shall confirm, in writing before delivery, its willingness to accept and perform all required preliminary preparations. Any refusal by the Customer to confirm or accept the goods will result in effecting a default of acceptance.

4. The supply made by Aerotecnica Coltri S.p.A. will be made ex works. Should it be agreed otherwise, the following rules shall in any case apply: the type of transport, the means of dispatch, the transport route and the type and amount of means of protection, together with the choice of the shipper or of the carrier, in addition to packaging, shall fall within the scope of discretion of Aerotecnica Coltri S.p.A. and will be selected on the basis of reasonable criteria and with the accuracy accompanying common business practice, with the exclusion of all liability. At the Customer's request and at the latter’s expense Aerotecnica Coltri S.p.A. will see to insuring the shipment against theft, breakage, transport damage, fire and floods, besides against other risks covered by insurance.

5. If the business transaction is based on a works contract, the Customer shall be deemed to have fallen into default of acceptance of the work if the Customer does not provide for the acceptance within and no later than one week after commissioning, after the notification of completion or following the issue of an invoice. Acceptance will be deemed as having occurred if the Customer, following the commissioning, the notification of completion or issue of an invoice, will make use of the work for a period of two weeks without filing any complaints and Aerotecnica Coltri S.p.A. would have in any case informed the Customer of this consequence upon commissioning, the notification of completion or invoicing.

6. Any delays in evading orders cannot give rise to cancellation by the purchaser nor to claims for compensation for damages against Aerotecnica Coltri S.p.A. for any purpose and/or reason.

VIII. Transfer of risks

1. Risks shall pass to the Customer upon delivery ex works. Should a different type of delivery be agreed, the risks – even in the case of carriage paid delivery or free house delivery – shall pass on to the Customer at the time of delivery to the forwarding agent, carrier or to the person in charge of collecting. In the event that Aerotecnica Coltri S.p.A. makes the delivery, it will assume the risks up to the time of delivery to the reception area. What has just been said shall also apply in the event of partial deliveries.

2. The goods to be supplied must be accepted by the Customer, even if they have no substantial abnormalities, without prejudice to the rights laid down in paragraph VI. The Customer should file any complaint in disputes attributable to damages in transit within the set time limits, even against shippers, carriers and their insurance companies or similar organisations.

3. Goods travel solely at the purchaser's risk and peril; shipping charges are always and exclusively incumbent on the purchaser, unless otherwise agreed in writing. It is the duty and precise responsibility of the Customer to check the conditions of the packages upon receipt and before the movement document is signed by way of acceptance. Any non-compliance on the external appearance of the goods, damage and/or non-conforming weights, missing packages must be reported in writing on the movement document, a copy of which shall be promptly returned to Aerotecnica Coltri S.p.A.

4. Complaints about the goods are not accepted after 8 days from their receipt; no return can be made without the prior written permission of Aerotecnica Coltri S.p.A..

IX. Intellectual property rights and breaches of industrial protection rights

1. The Customer undertakes not to prepare or not to have copies or imitations of Aerotecnica Coltri S.p.A. products prepared, acknowledging that its products are protected by patents and other industrial property rights with respect to copies and imitations. A breach of these rights may involve significant criminal consequences and justify claims for compensation for damages against the Customer.

2. Similarly, the working documents of operational training sessions are protected by intellectual property rights and could be reproduced, even in the form of extracts, only with the express written consent of Aerotecnica Coltri S.p.A..

3. Were third parties to assert claims against the Customer claims due to the breach of an industrial property right due to the use of a product sold by Aerotecnica Coltri S.p.A., the Customer must immediately inform the above mentioned Aerotecnica Coltri S.p.A. in writing. At its discretion Aerotecnica Coltri S.p.A. could settle such claims at its own expense, reject them or dismiss them through a business deal. The Customer will grant Aerotecnica Coltri S.p.A. exclusive permission to decide on the legal defence and on the negotiations for the business deal, thus bestowing on Aerotecnica Coltri S.p.A. the full powers of attorney required on a case by case basis.

4. Were Aerotecnica Coltri S.p.A. to consider that a product might give rise to any objection on intellectual property rights, it shall be authorised, at its sole discretion - to obtain at its own the right, in Customer’s favour, to further use the product; - to replace or alter the product, at its own expense and at reasonable level, so as not to further breach third party rights; - to collect any equipment or parts thereof and refund the Customer with the purchase price, less exploitation rights.

5. Aerotecnica Coltri S.p.A. is not subject to any obligation, if its products or parts thereof were to have been altered by the Customer, which would have led to the emergence of third party rights.

X. Prohibition of use and export restrictions

1. In the absence of the express written consent of Aerotecnica Coltri S.p.A. the Customer shall not be entitled to use any product in the functioning or maintenance - of a plant in which nuclear energy is used; - of devices for mass circulation; - of devices for monitoring of airspace or aircraft

2. The goods being supplied are intended for end use in the country of delivery agreed with the Customer, therefore they cannot be exported without permission. The Customer is aware of the fact that the exportation of the goods being supplied, including the technical information transmitted together with them even through export provisions, in particular to the United States of America, could be subject to limitations. Should Aerotecnica Coltri S.p.A. give permission to export, the Customer shall be obliged towards the same Aerotecnica Coltri S.p.A. to comply with such export provisions as may be relevant from time to time.

XI. Privacy

In compliance with current privacy provisions, with the signing of these GSC, the Customer expressly authorises the handling of your data as well as its communication to third parties, with regard to all regulatory and tax provisions connected with the sales contract concluded.

XII. Place Of Jurisdiction

For any dispute that may arise between the parties concerning the interpretation, performance and termination of these General Sales Conditions, competence shall exclusively lie, by virtue of waiving any other rule of territorial jurisdiction, with the Court of Brescia.

Collection of goods from our warehouses

Should goods be directly collected from our stores, by your staff, who are unknown to our stores employees, we ask that you provide your staff with a suitable authorisation to collect (e.g. copy of a signed order mentioning the name of the person appointed to collect the goods).

Read, approved and signed.

Date and place ________________________

Stamp and signature for acceptance

 

________________________

After careful re-reading, while rejecting in advance any and all reservations and/or objections, the Customer hereby states that he specifically approves, pursuant to and for the purposes of articles 1341 and 1342 of the Italian Civil Code, the following clauses

  • § II.4 (exclusion of liability)
  • § III (payment terms and methods)
  • § III.8 - § VII.1 (terms of delivery and for claims)
  • § V (reservation of title to property)
  • § VI.5 (warranty forfeiture)
  • § VI.3 – VI.6 (warranty exclusions and limitations)
  • § VI.7 (limits of liability)
  • § XII (place of jurisdiction)

Read, approved and signed.

Date and place ________________________

Stamp and signature for acceptance

 

________________________

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