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Sales Conditions

 

GENERAL CONDITIONS OF SALES AND DELIVERY

1. APPLICATION

1.1 These general sales terms are valid to all Prealux’ operations with the buyer or the customer (from now on jointly defined as “buyer”) concerning the sale and/or the delivery of the products, the goods or the services (from now on all identified with “purchase” or “purchase agreement”). Changes or integrations to these general sales and delivery terms are binding only if and in so far as they have been agreed upon in writing by Prealux srl.

1.2 These terms are valid for all countries.

2. Offers and order confirmations

2.1 All offers have no obligation unless differently agreed upon in writing.

2.2 Agreements become binding for Prealux S.r.l. only after Prealux has sent a written confirmaiton.

2.3 If the buyer does not lodge a complaint within 3 days from the order confirmation date, the buyer is considered to have agreed with the content and with Prealux’ sales terms, including the dispositions concerning the disputes shown here below.

3. Delivery, taking over and risk

3.1 Prealux undertakes to supply and the Buyer undertakes to take over the goods.

3.2 The delivery and the takeover is on ex-works basis, that is in Prealux’ warehouse, unless differently agreed upon in writing.

3.3 Goods are delivered at cost and risk of the buyer, unless differently agreed upon in writing.

3.4 The risk of the purchased goods is transferred to the buyer at the moment of the delivery.

3.5 If a specific delivery date has been agreed upon and if that date has been exceeded, Prealux S.r.l. does not respond for the related damages.

3.6 The buyer must collect the purchased goods within the period of time that has been agreed upon. Otherwise Prealux has a right, without any prior notice of failure to comply, to request the payment of the total price of the purchased goods or the goods that have not been collected yet or to consider the agreement as canceled. Prealux S.r.l. can request the payment of the losses. In the first case the purchased goods are considered as if the buyer had taken over the goods ex works, that is at Prealux’ warehouse, after that the goods will be stocked in the warehouse at the expense and risk of the buyer, who will also reimburse Prealux srl for all the deriving costs. If that period of time has not been agreed upon Prealux can apply the conditions stated above if the purchased goods have not been taken over within 2 (Two) months after the order confirmation.

4. Major Force

4.1 In case of major force events Prealux can, without being forced to repay the damages, change the time of delivery or cancel the agreement.

4.2 By major force events we mean any circumstance that will prevent the fulfillment of the agreement temporarily or permanently like war, threat of war, civil war, riots, terrorism, strikes in Prealux and/or any of its associate companies and/or logistic service suppliers, transport problems, fire, storms, floodings and/or consequent losses, problems with raw materials provision and/or products.

5. Prices

5.1 All prices do not include VAT (Added Valule Tax) tax in force at the time of the stipulation of the agreement.

5.2 Prices are ex-works, that is at Prealux’ warehouse, unless differently agreed upon in writing.

5.3 If Prealux agreed to grant discounts to the Buyer for the delivery of particular quantities during a certain period, these discounts are valid only if the buyer has actually collected the agreed upon quantities during the agreed period.

5.4 When order are being processed and the labour cost, the raw materials cost and/or other costs have been increased, Prealux has the right to increase the agreed price. Prealux can increase the agreed price also if the currency has been devalued.

 

6. Payment

6.1 The payment has to be made through bank transfer at 30 days form invoice date, unless differently agreed upon in writing, and submitted to the Bank chosen by Prealux.
Complaints related to the delivered goods will not allow the buyer to interrupt the payments or to compensate the payment related to other orders.

6.2 The payment is to be made in euro unless another currency is agreed.

6.3 Failure to settle the due payment within the deadline as quoted at point 6.1 will be considered as default and Prealux S.r.l. has the right, without further notice, to debit the interest starting from the invoice deadline date for the amount equivalent to 4.00 (four) percentage points, adding Euribor rate and all the other incurred costs.

6.4 The place for payments are Prealux’ premises

7. Warranty

7.1 Prealux guarantees for the good conditions of the goods and the quality of the materials used/ supplied.

7.2 If the Buyer supplies gives Prealux with  raw materials or goods to be operated or converted, the warranty is only granted concerning the good execution, operation and convertion.

8. Claims

8.1 All the claims deriving from defects that can be immediately identified can be forwarded when the delivery of the goods has been made according to clause 3.2., this under the penalty of forfeiture of rights.

8.2 Claims do not allow the buyer to totally or partially interrupt the payments and the buyer cannot make compensations.

9. Responsibility

9.1 Prealux s.r.l responsibility is explicitly limited by the fulfillment of the obligations described in articles 7 and 8. Any claim for damages will not be taken into consideration, apart from claims arising from non-compliance of the obligations cited in articles 7 and 8. Excluded claims arising from business losses, consequential losses or any other kind of loss. Prealux s.r.l is not responsible for costs, damages and interest that might emerge from the following direct or indirect actions: patent, license or other rights infringement; - acts and omissions from employees or other stakeholders employed by Prealux s.r.l, unless there is evident negligence or intention of negligence from the stakeholders employed by Prealux s.r.l. .

10. Drawings, calculations, models equipments etc.

10.1 The information shown in the catalogues, illustrations, drawings, measurements etc. are binding only if included in a signed agreement by the parties or in an order confirmation singed by Prealux.

10.2 The offer sent by Prealux as well as drawings, calculations, software, descriptions, equipment and goods manufactured or provided by Prealux, remain Prealux’ property, regardless of the fact that the related costs have been charged to the buyer. The buyer guarantees that such information, except for the execution of the agreement, will not be copied, shown, released to third parties or used unless against prior written Prealux consent.

11. Competent tribunal

11.1 The agreement and deriving agreements are regulated exclusively by italian law.

11.2 All disputes (those considered as such by only one of the parties included) that can occur in reference to the agreement or deriving agreements, will be submitted only to Bergamo Tribunal.

     
 
PREALUX s.r.l. - Via Angeretti 30, 24055 Cologno al Serio (BG), Italy - Phone +39.035.362510 - Fax +39.035.362504 - info@prealux.it