1. GENERAL PROVISIONS
The foregoing general conditions of sale, except for any exceptions specifically agreed in writing, shall regulate all the present and future sale transactions between the parties.
2. OFFERS
2.1 The Client knows and hereby accepts weights, surfaces, shapes, sizes and generally all technical data contained in ELBI’s publications.
2.2 ELBI reserves the right to implement, without prior advice all changes and modifications that in its opinion represent an improvement of the product as well as the right to cease production of any product it being understood that the buyer shall not be entitled to any right whatsoever.
2.3 All documents enclosed to ELBI’s offers are intended for the exclusive use of the Client who shall not transmit it, not even partially, to third parties without ELBI’s consent.
3. ORDERS
3.1 Orders from the client shall be considered as accepted only after order approval from ELBI.
Orders are binding for the client and cannot be modified or cancelled without the prior written approval , including by fax or email, from ELBI. However ELBI’ s consent to the modification may also be assumed by means of performance of the modification by ELBI
3.2 In case the Client, draws the order on behalf of a third part, by signing the order the Client jointly engages himself to the fulfilment.
3.3 Orders taken by representatives of ELBI are not binding until they are entirely accepted in writing, including by fax, or by means of performance by ELBI
3.4 ELBI retains the right to cancel the order in any case, due to objective impossibility; it will not be able to supply to the Client, partially or totally, the goods ordered or in case said supply has become excessively onerous for ELBI.
4. PRICES
4.1 Unless otherwise agreed in writing prices are to be considered ex works and are quoted in Swiss Francs (Vat exempted).
5. DELIVERY
5.1 Any delivery dates indicated are to be considered as being purely indicative. In no event shall delay in delivery justify either any claim of damages or cancellation of an order. In any case eventual damage restore shall be limited to the maximum amount of the order.
5.2 The sale is intended to be made Ex Works (Incoterms 2000) Via Buccia n. 9 Limena (Padova).
5.3 Should there be any delay in delivery due to events of force majeure, the term for delivery shall be postponed for a period of time equal to that of the event that has caused the delay.
5.4 Should the term for delivery be delayed by the client, ELBI shall be entitled to the entire payment of the goods or otherwise to further delay the delivery.
6. TRANSPORTATION AND RISK
6.1 The Client shall bear all risks of loss or damage of the goods once they have left ELBI premises
6.2 Should the delivery term be delayed due to the Client’s fault, the latter shall bear all risks of loss or damage of the goods once they were ready to be delivered.
6.3 Shipment will be done, except if precisely prescribed, with the means chosen by ELBI
6.4 If not included, packaging will be invoiced separately at cost price . Return of empty packaging is not allowed.
6.5 Deliveries inferior to CHF 1’500.00, will be charged an extra 5% with a minimum of CHF 70.00 as contribution to shipping expenses.
7. RESTITUTION OF THE GOODS
7.1 Restitution of the goods is only possible upon prior written authorization from ELBI Sagl.
7.2 In case of restitution of the goods agreed upon with the Client, ELBI will charge the Client administrative costs in the amount of 20% of the invoice total due. ELBI shall also evaluate further charges due to the eventual loss of value of the goods.
7.3 ELBI shall not accept restitution of goods after 3 (three) months from delivery.
8. PAYMENT CONDITIONS
8.1 Unless otherwise agreed upon in writing payments shall be made at ELBI’s premises in 6710 Biasca.
8.2 The Client undertakes to pay for the goods ordered within the terms agreed upon by ELBI and indicated in the invoice.
8.3 No compensation with any credit however arisen toward ELBI shall be accepted. Payments cannot be suspended not even partially.
8.4 Failure to observe the conditions of payment described herein above shall give raise, without the need of placing the Client in default, to the immediate accrual of interest on any delayed payment. Such interest shall be charged to the Client in the amount prescribed by art. 5 D. Lgs. 9.10.2002 no. 231. ELBI shall however have the additional right to pursue legal action to recover any further damages.
8.5 The Client’s failure to observe the terms of payment of even one single supply shall mean that all outstanding payments between the parties shall become immediately due.
9. SUSPENSION OF DELIVERIES
9.1 Lack or payment or delete of the same shall authorise ELBI to suspend any eventual deliveries until full payment is made.
10. PARTIES' LIABILITY
10.1. ELBI shall deliver to the Client goods that are in conformity with the laws of Italy. The Client verifies that the goods are in compliance with the Laws of the Country in which it operates and shall promptly, and anyhow, before the delivery of the goods, inform ELBI, of any appropriate modifications to the goods or to the packaging
11. WARRANTY
11.1 Upon deliver, the Client shall immediately perform inspection of the goods.
11.2 Should any claims arise for defects, for nonconformity in the delivered goods or for any other claimed breaches in the performance of the order said claims must be received by ELBI within eight days from the delivery and for hidden defects within eight days from their discovery and, in no event, later than one year from the delivery of the goods. Replacement of the goods shall not be interpreted as allowing a claim. Claims on the quantity of the goods or the packaging condition, have to be marked on the relevant delivery document immediately or anyhow and under penalty of forfeiture, not beyond a 2 working days after delivery
11.3 ELBI undertakes to remedy all defect, lack of quality of conformity ascribable to ELBI and ascertained within 12 months from the delivery of the goods, only upon timely notification as per clause 11.2 above.
11.4 Except for fraud or serious fault, ELBI shall be committed (at its own option) alternatively:
a) to supply the Client with goods of the same kind and quality of those proved defective or not in compliance with the agreement. In the case, ELBI shall have the right to demand, at the expenses of the Client, the return of the defective goods, which become its own property;
b) to repair, at its own expenses, the defective goods, or modify the goods non in compliance with the agreement;
c) offer to refund the price against the return of the supplied goods.
The guarantee here above shall absorb and substitute the legal guarantee for defects and lack of compliance and exclude any other responsibility of ELBI however originated by supplied goods; in particular, the Client shall have no right to put forth any other claim for damages, reduction of the price or resolution of the contract. Upon the expiry of the guarantee, no request can be made by the Client.
11.5 Any eventual repair or intervention asked to ELBI, within the present warranty is subjected to the prior full payment of the goods.
11.6 ELBI only guarantees the conformity of supplied products to what expressly agreed; the Client is solely responsible for any problem concerning assembly, installation adjustment relating to the final use of the product and natural wear and tear. Any extra part or accessory constructed directly by the Client or by a third part is not covered by the guarantee.
12. RETENTION OF TITLE AND OWNERSHIP
12.1 Goods delivered to the Client remain the property of ELBI until payment is received in full.
12.2 As long as the above described retention of title persists, the Client may not resell nor otherwise dispose of the goods without prior written consent from ELBI.
13. INVALID CLAUSES
13.1 The partial or total invalidity of one of these General Conditions of Sale clauses shall not result in the invalidity of the entire clause or of the entire General Conditions of Sale. In case of invalidity or ineffective of contractual provisions the whole contract shall have to be interpreted or integrated as containing all the clauses that allow reaching, in compliance with the law, the essential aim pursued by the agreement containing the provision here above.
14. APPLICABLE LAW AND COMPETENT COURT
14.1 Contracts which the present General Conditions of Sale apply to, are governed by the Italian Laws and the United Nations Convention on the International Sales of Goods (Vienna Convention, 1980), unless otherwise stated in the General Conditions of Sale. Any disputes shall be submitted exclusively to the Court of CH-6710 Biasca, any other alternative competent Court is expressly excluded.
15. FINAL CLAUSES
15.1 Any communication and/or sales order to ELBI, are considered to be duly made when addressed to: ELBI Via Amilcare Tognola 9, CH-6710 Biasca Fax +41-91-862 38 92; e-mail orders@elbi.ch