These Conditions of Sale shall form an integral part of all offers and agreements for the sale of goods by Desmon S.p.A. Any condition put forward by the Buyer in his order or otherwise will only have effect if accepted by Desmon S.p.A. in writing. Desmon S.p.A. will confirm the Buyer’s orders by an order acknowledgment and an agreement will be concluded only upon the issue of the order acknowledge.
A Desmon offer is valid for 15 days from its date of issue, unless otherwise expressly stated in the offer. Desmon S.p.A. may revoke any offer at any time prior to receiving the Buyer’s acceptance.
Product prices will be listed in the Order Confirmation. Prices, unless otherwise specified in the Order Confirmation, do not include: shipping charges, as well as taxes and additional charges which are paid by the Buyer, in addition to price.
Unless otherwise indicated in the Order Confirmation, the packaging type will be the one always used by Desmon S.p.A.
- Material selection
In the event Desmon S.p.A. gives any advice on material selection or other similar assistance, it’s given free of charge without any undertaking, representation or warranty and Desmon S.p.A. shall have no liability – neither compensatory nor consequential – for any such advice or assitance.
The goods shall meet the agreed specifications. If no specifications are agreed, the Products shall meet the standard manufacturing specifications of Desmon S.p.A. at the time of delivery. Statements presented in the product information, handbooks, web sites, price lists or other information regarding the goods will be binding on Desmon S.p.A. only if expressly referred to an offer or Acknowledge.
Desmon S.p.A. reserves the right to make non-substantial changes to such technical data on Products at any time, without notice, if modifications were considered necessary.
The agreed delivery time means the date on which the goods shall be ready for Ex-Works dispatch from Desmon S.p.A.. The time of delivery indicated in the Order Confirmation is only indicative and not strict. Goods will be travelling for account and risk of the Buyer, even if sold like “Delivered At Placer” (DAP) and they will not insured without express Buyer’s appointment. Delivery shall be deemed done by the time of loading at our warehouses, by the Buyer himself or by any commissioned carrier, with the result that Desmon S.p.A. remains absolutely excluded from all liability, differences and/or defects found on cargo after releasing the Products from our facilities.
If there are no other agreed delivery terms shall apply as preferred choice Ex Works (incoterms 2000) used by Desmon S.p.A.
If the delivery be delayed by more than 2 weeks, the Buyer as the sole remedy, be entitled to terminate .nd cancel the purchase of the goods delayed by giving written notice thereof to Desmon S.p.A..
Desmon S.p.A. is free of any liability on damages resulting from the non-delivery of the Products within their scheduled Delivery Time.
- Warranty and/or Shortages
Desmon S.p.A. guarantees all components on their products, excluding electrical parts, for a 24 month from the date of delivery. The only proof of delivery are the transportation documents issued by Desmon.
Are not covered by the warranty: all parts that may be defective due to negligence or careless use, incorrect installation or maintenance, alteration or arbitrary maintenance, maintenance operations conducted by unauthorized personnel, or installation in unsuitable situations, damage in freight or on any other means of transportation, or, finally, in further circumstances which may not being considered as manufacturing defects of components. Are also excluded from our warranty: further operations pertaining to installation and plug-in to the power or other supplies.
Desmon S.p.A. disclaims any further liability cause by any damage that directly or indirectly may be caused to persons, domestic animals or properties due to failure failures to observe all the prescriptions indicated in the “Manual of Instructions” and especially warnings regarding installation, use and maintenance of the appliance in the event of failures or forced suspension on using the Product. Moreover, when the user not followed any safety rules, because not adequately informed about the “safety in the job place” and eventually even not provided of the appropriate protective garment.
The shipment of the parts on warranty will be in the assigned port and will be regularly invoiced. Upon reception of the parts replaced on warranty, Desmon S.p.A. will issue a credit note to the buyer.
If the products were returned because defective or not working, the Buyer will be required to report their defective state by written communication to Desmon S.p.A. – providing detailed description of all defects and/or noncompliance claimed – no later than 8 days before the arrival of the products in the event of easily recognizable vices; or since the discovery of the defect in case of hidden defects (unless are passed two years from the date of delivery). In case of belated complaints (or more than 2 years from the delivery date) the Buyer lose the warranty claim rights for defects in our products.
In case of buyer complaints in due time, Desmon S.p.A. may, at its option and within a reasonable time: correct the defect or replace the part(s) or product(s)s affected by defect(s) and/or shortages, with free part(s) or product(s) of the same kind, under Ex-Works delivery terms, being able to request the return of further defective part(s) or Product(s), or delivering the missing amount as originally agreed in case of quantitative deficiencies, or recognizing a price decrease to the Buyer commensurate to the defective state or shortage.
Without prejudice on the limitation periods for defect and shortcoming reporting, further warranty claim actions are prescribed within two years from the delivery date of the Products in any way
Products sold as non-prime or under similar description are sold “as is”, which means that all rights to remedies and compensation for defects are waived unless such goods deviate from expressly agreed specifications.
- Retention of title
If agreed that payment should be made, in whole or in part, after delivery of the Products, it is expressly agreed that all Products shall remain property of Desmon S.p.A. until the balance is paid.
The non-payment of just one instalment cause, at the discretion of Desmon S.p.A., the loss of the benefit of extension, or also the contract resolution under Art 1.456 (Italian civil law) if followed by a written advice from Desmon S.p.A. notifying its intention to invoke this termination clause, in this case any other contract between Desmon S.p.A. and the Buyer related to product supplies will be considered solved; Desmon S.p.A. will therefore not be required to complete other orders received by the Buyer or shipping Products referred to orders in progress, the Buyer renounce from now to any claim at any title or to require further compensations at this regard. In the event of contract resolution, Desmon S.p.A. shall keep the right to claim the return of the unpaid Products holding the paid portion as compensation, without withdrawing to the right to claim compensation for further extra costs.
The Conditions of Sale and payment terms for the price and its accessories are indicated in the Order Confirmation and/or in the sales invoice.
Any payment made by bank drafts, checks or other means of credit should be considered as accepted only subjected to a successful credit collection with the sole purpose of facilitating to cash the credits, in the event of unpaid credits the jurisdiction is that of our Company headquarters.
If Desmon S.p.A. for any reason has to pay Buyers VAT and VAT related penalities, the Buyer shall reimburse Desmon S.p.A. for these costs plus overdue interest as stated below in respect of Desmon’s Payment thereof.
If the Buyer has not paid in time, the Buyer shall pay overdue interest on the amount outstanding at a rate of 7 percent per annum above the three month Euribor (Euro Inter-Bank Offered Rate) from the due rate to the payment date.
- Entire agreement
These Conditions of Sales, the Order Acknowledge with its enclosures and any amendments agreed in writing constitutes the entire agreement between the Parties.
- Government law
The Agreement between Desmon S.p.A. and Buyer shall be governed by Italian law.
Any dispute concerning the execution, interpretation and breach of the contract or the interpretation and application of what stated on these Terms and Conditions shall be referred under the exclusive jurisdiction of the Courts of Avellino, Italy.