TERMS AND CONDITIONS OF SALE
Art. 1 – Preamble
Unless otherwise resulting from a specific written agreement between the parties, each purchase of ARCHIMEDE products is governed by the following terms and conditions, which are an essential part of the contract and which are therefore accepted by the CUSTOMER even if the customer does not sign them. Any clause unilaterally affixed by the CUSTOMER in the documents signed by them and/or in their correspondence, which is contrary to or in any case in addition to the following terms or conditions or are special conditions expressly approved in writing by the Seller, is understood as not written and is devoid of any effect. All the clauses reproduced in these Terms and Conditions of Sale are understood to be accepted by the customer regardless of whether or not they are signed, given that they are considered an essential part of the offer and are in any case known and accepted at the time the order is placed. These Terms and Conditions of Sale can be consulted, printed and reproduced on the website www.archimede-energia.com.
Art. 2 – Completion of the sale, quantities and prices
The sale is considered completed with the written confirmation of the Seller’s order and/or with the start of delivery for cases in which the immediate delivery of the products was requested. The quantities are intended with a tolerance of +/- 10%. The agreed prices are for products delivered ex factory of the Seller and do not include ancillary services and charges (such as VAT, packaging, transport, installation and/or assembly costs, etc.). For continuous supplies or split deliveries, the Seller reserves the right to adjust the agreed prices – with 30 days’ notice – to the cost increases of raw materials, labour and fiscal charges which may occur during the supply.
Art. 3 – Delivery, transfer of risk and transport
The goods are delivered to the CUSTOMER at the Seller’s plant and the risk is transferred upon delivery to the first carrier. The goods always travel at the exclusive risk of the CUSTOMER even when the carrier is chosen and commissioned by the Seller, the latter being released from all responsibility upon the delivery of the products to the carrier, who which for all intents and purposes is understood to be handled by the CUSTOMER. The agreed delivery terms are intended as indicative. In case of delay in delivery attributable to the Seller for a period pf up to 60 days the CUSTOMER has no right to refuse the supply, nor to request the termination of the contract and/or compensation for any damage. If the delay in delivery exceeds 60 days the CUSTOMER has the right to request – by registered letter – the cancellation of the order and the return of any advances paid. In any case, any obligation on the part of the Seller for compensation for direct and/or indirect damages of any nature and for any reason is excluded, depending on the delay or failure to perform the supply.
Art. 4 – Reservation of ownership
The CUSTOMER acquires ownership of the goods only with the full payment of the invoiced price of the supplies, but assumes the risks from the time of delivery.
Art. 5 – Product characteristics and conditions of use
Unless otherwise agreed in writing between the parties, the functional parameters of the products are those expressed – in nominal value and tolerance – in the designs and technical specifications of the Seller which are in any case considered as accepted. The quality levels of the products supplied are the standard products of the Seller, highlighted in the relative specifications. It is the responsibility of the CUSTOMER to identify and communicate in writing to the Seller the conditions of use of the products Share Capital €2.500.000,00 fully paid Registered office: Via dell’industria 15 28924 VERBANIA VB Phone 0323-586.222 – Fax 0323-583.066 Page 2 of 3 before the relative technical definition. In the absence of written instructions from the CUSTOMER, the Seller considers the conditions of use to be those specified in its drawings and technical documentation.
Art. 6 – Warranty
The products supplied are covered by warranty for defects in the material and/or manufacture for a period of 24 months from the date of completion of the sale, and/or for a number of around 1200 recharging cycles and, in the event that the product is assembled and/or mounted (by way of non-exhaustive example, vehicles, cycle-vehicles, motorcycles and boats) for a period of use equal to 1000 hours. The warranty shall be due solely and exclusively in the case in which the product is used according to the most correct criteria of normal use inferable from the nature of the product itself and according to what is foreseen by the warnings attached to the product and this offer, which can be consulted and reproduced on the website www.archimede-energia.com. Any extension of the warranty shall be valid only if it results from a specific deed signed by ARCHIMEDE. The Seller shall replace, free of charge, the products which are returned within said warranty period and which are recognised by the Seller as defective due to defects of origin or, alternatively and at its choice, shall credit the CUSTOMER with a sum equal to the already invoiced price of the products. Any other right or claim of the CUSTOMER also as compensation for direct and/or indirect damages or reimbursement of costs incurred by the CUSTOMER (such as cost of collection, technical assistance, recall, etc.) shall remain expressly excluded and waived. Any defects or non-conformity of the products must be reported in writing by the CUSTOMER to the Seller – under penalty of voiding the warranty – no later than 8 days from the date of receipt of the goods; any hidden defects must be reported by the CUSTOMER to the Seller – always under penalty of voiding the warranty – within 8 days from the relevant discovery. The warranty does not apply if the defects detected are attributable to the CUSTOMER’s negligence and/or use of the products which does not conform to the technical provision; to incorrect design or manufacture of the goods on which they may be installed; to incorrect maintenance performed by unauthorised personnel; to cleaning which is improper in that it is carried out with unsuitable methods or materials; to incorrect storage, handling and transport; to improper or careless use; or to circumstances which in any case cannot be linked to production defects by the Seller. It should be noted that all ARCHIMEDE ENERGIA products are carefully checked before shipment, according to the inspection plans prepared by ARCHIMEDE ENERGIA’s quality control, and that they are accepted by the CUSTOMER unless they have been accepted in writing by ARCHIMEDE ENERGIA. The interventions provided for by the aforementioned guarantees, including product analysis, sbe carried out exclusively at the ARCHIMEDE ENERGIA headquarters in Verbania and the Customer undertakes to send the product to be analysed or repaired to ARCHIMEDE ENERGIA in Verbania at their own expense. Any intervention and/or cost not covered by warranty shall be charged in accordance with the applicable rates.
Art. 7 – Obligations of the CUSTOMER
The CUSTOMER is required to immediately take delivery of the products entrusted by the Seller to the carrier, or – if otherwise agreed – to promptly collect them at the Seller’s factory on the date indicated in the notice of ready goods. Where the CUSTOMER delays the collection of products for a period exceeding 10 days, in addition to the payment of the price, the Seller must pay adequate compensation equal to 1% of the invoice amount per day for the storage of the products. In this last case the products shall be delivered by the Seller to the CUSTOMER, who shall bear the costs for said delivery. The CUSTOMER must make payments normally, in the manner and within the terms specified in the invoice. On late payments, by right and without need for formal notice, the interests as defined in Legislative Decree no. shall take effect. 231/2002. In the event of late payments, the Seller has the right to immediately suspend any supply, even if it is dependent on other contracts with the same CUSTOMER. Failure to pay within the agreed terms in any case entails the forfeiture of the CUSTOMER from the benefit of the term.
Art. 8 – Force majeure
If the Seller is unable to comply with the contract due to force majeure or in any case independent of its will, the deadlines set for the execution of the supply are automatically extended for a period equivalent to the enduring effects of these causes. If the impediment continues for more than 6 months, both parties may request the termination of the contract, and in this case the Seller shall return any advances received to the CUSTOMER, with the exclusion of any and all additional charges against it.
Art. 9 – Design and other technical documents
ARCHIMEDE ENERGIA reserves the right to reproduce its own technical documentation. It is the obligation of the Customer to provide updated editions and no responsibility can be placed on to ARCHIMEDE ENERGIA for products which are made using obsolete or outdated documentation and which are not promptly communicated and updated in writing by the Customer.
Art. 10 – Disputes
For any dispute which may arise, with reference to the rights, obligations and responsibilities referred to in these Terms and Conditions, exclusive Italian jurisdiction shall be applied with the exclusive jurisdiction of the Court of Milan with the exclusion of any other competent court. These Terms and Conditions are governed by Italian law. The applicability of the provisions of the United Nations Convention on the International Sale of Mobile Goods is expressly excluded.