1 – CONDITIONS:
The acceptance by the buyer of the offer or the order confirmation of the seller, even when it occurs with the simple execution of the contract by conduct conclusive, includes the application of these sale conditions. They may be departed from only in writing by the parties, and even then these sale conditions continue to apply continue in the nonwaived. Any general conditions of the buyer will not apply, even partially, unless expressly agreed in writing to CEAR S.r.l.
2 – DRAWINGS AND DESCRIPTIVE DOCUMENTS:
Any design, document information, technical or software, transferred to the buyer, before or after conclusion of the coctract, are in the exclusive property of CEAR S.r.l.
These drawings, documents, tecnhical information or software don’t can be used for extra contractual purposes by the buyer, or copied, reproduced, transmitted or communicated to third parties without the written consent of CEAR S.r.l.
Any buyer’s design, document information technical or software remitted to CEAR S.r.l before or after the award of the contract can not be used for extra contractual purposes by CEAR S.r.l, or copied, reproduced, transmitted or communicated to third parties without the buyer consent, when they:
a) are covered by a patent or other industrial or intelelctual property right of the purchaser,
b) have a secret character and also the buyer has expressly indicated to the seller in writing of his intention to reserve the exclusive right to exploit.
3 – PROPERTY
In case of deferred payments, the goods delivered remain the property of CEAR S.r.l untill full payment.
The buyer undertakes to do everything necessary to give effect to reservation of ownership in the most extensive for CEAR S.r.l, he is also committed to working with the seller in the measures necessary for the protection of property rights of the seller.
CEAR S.r.l is authorized to make, at the expense of the buyer, all formalities required to make opposable the property to third party.
The buyer can not resell, assign, as collateral, the unpaid goods and he must be immediately disclose to CEAR S.r.l, by means of registered letter, enforcement procedures, that on the application of third parties, affected goods.
4 – TESTING
The testing will be performed at the establishment of CEAR S.r.l.
The test report will be attached to the engines if required.
Normally it is not necessary the presence of Cear technicians for start-up and/or testing, however, is not included in the price of supply.
Any testing should be forewarned attended 20 days before the date of delivery and will be billed separately at the ANIE (Federation of Electrical and Electronic) rates, according to the time of performance.
5 – WARRANTY
12 months after the operation, but not later than 18 months from the date of the transport documents, with repair and/or free replacement of defective parts if performed besides our establishment of Montorso Vicentino (Vicenza – Italy).
Failures due to incompetence, negligence, tempering or unauthorized changes in advance are excluded from any commitment.
CEAR S.r.l will not be liable for any indirect, consequential or loss:
- capital costs
- costs caused by the interruption of the operation.
Once the deadline, the warranty ceases if the supplied engines have not been put in place for any reason.
The repair and/or replacement will be made if the customer, at that time, have fullfilled its obbligations.
Customer may not suspend the performance of its obbligations when he invokes such warranty.
Shipment of any alleged failure by Customer to CEAR S.r.l and later from CEAR S.r.l to the Customer, will be made by customer care.
6 – YIELD
Unless otherwise agreed, the supply is EXW, upon notice of ready goods. Even if it is agreed that the shipment, or partial shipment is made by CEAR S.r.l.
The goods travel at buyer’s risk even if the transport is carried by CEAR S.r.l or the goods are sold in prepaid transopration.
Shortage or damage arising from the carriage completely exclude the liability of seller.
7 – PACKING
The cost of package, unless otherwise established and written in the onfirmation, is borne by the buyer.
8 – COMPLAINTS
It’s buyer’s responsibility to verify the compliance and integrity of the purchased goods.
Any complaints must be received by registered letter not later seven days from receipt of goods.
In case of hidden defects this deadline runs from the discovery. On expiry of the warranty period, complaints are not allowed, even for hidden defects.
Defective parts will not receive any request for reimbursement for repair costs or losses of production, but only on free ex-.
9 – TERMS OF DELIVERY
The terms of delivery are only indicative and not binding. They are subject to all circumstances of any kind which may intervene to prevent or hinder or delay the normal and continous process of production of our establishment.
The delivery period begins from the day when the order has been perfected and defined in every detail.
The delivery date will be automatically extended for a period equal to the delay in payment of the share advance.
Similarly, when a buyer, or other person designated by him, must notify working arrangements, technical data or other instructions for the preparation of the goods, the delivery of goods shall be automatically extended for a period equal to the delays in communication.
In case of changes in commodity, agreed between the parties after the date of conclusion of the contract, the delivery will be automatically extended by the period reasonably necessary to make such changes.
10 - PENALTY FOR LATE DELIVERY
Not applicable unless expressly agreed in the offer and formally confirmed by CEAR S.r.l in the definition phase of the order.
11 – CANCELLATION OF ORDERS
The deadline to cancel the pending order is 7 days from their confirmation.
12 – PAYMENTS
In case of late payment is fixed a rate payments equal to the rate set by European Central Bank, increased by 7 points. However, in express derogation from Article 4 – 1st paragraph of Legislative Decree No. 231/2002, default interest shall be payable only after the formal act of formal notice sent by registered letter, from the creditor to the debitor’s domicile.
13 – RESOLUTION OF A CONTRACT
CEAR S.r.l will be entitled to terminate the contract with the immediate effect, holding a penalty any sums already collected, and unless further damage in case of:
- breach of the obligations laid out in the buyer (Art. 3 property);
- default in payment agreed;
- breach of confidentiality.
14 – DISPUTES
Any dispute arising under this contract will be referred to the Conciliation Desk Chamber of Commerce of Milan (Italy) and resolved in accordance with the Rules of Conciliation has adopted. In any case, the competent law Courts is Vicenza (Italy).
To the extent not covered by these sale conditions will apply to the italian low.
15 – PROVISIONS FOR OCCUPATIONALE SAFETY (SUPPLIER COMPLIANCE CERTIFICATE)
CEAR S.r.l certifies to the Costumer that complies and will continue to comply with all applicable labor laws and regulations, incuding, without limitation, all applicable laws and regulations relating to matter such as child labor, forced or prison labor, and wages and hours, and are and will continue to be properly registered under any such laws and regulations requiring registration; complies and will continue to comply with all applicable laws and regulations prohibiting discrimination in hiring and employment practices; complies and will continue to comply all applicable laws and regulations relating to providing employees with a safe and healthy workplace; and do not and will not engage in violation of applicable laws and regulations in the production and manufacture of goods furnished to the Costumer.