ART 1. Premise – Unless otherwise agreed in writing between the parties, all sales of goods and services are regulated by the following general conditions of sale. These terms are an integral part of the contract and are deemed to be accepted even if they have not been signed by the Purchaser. Any clauses unilaterally specified by the Purchaser in the documents he has signed and/or in his correspondence, which may be against or in addition to the following standard terms or the special terms expressly approved in writing by the Asea Nautica Srl, shall be deemed nonexistent and void.
ART 2. Execution of the sale, quantities and prices – The sale of goods or services shall be considered accomplished when Asea Nautica Srl confirms it in writing or when deliveries commence, where immediate delivery has been requested, also where modifications have been carried out and accepted by the customer.
Agreed prices are deemed to be ex works and are not inclusive of any accessory charges or services rendered (such as VAT, packing, transport, installation and/or assembly charges, etc.). In the case of continuous supplies or partial shipments, Asea Nautica Srl reserves the right to adjust the agreed prices in relation to any increases in the cost of raw materials, labor, fiscal and/or custom charges that might occur during the supply.
ART 3. Payments – All payments due under this general sales conditions shall be paid either in Euros or in US Dollars and shall be made by bank wire transfer in immediately available funds to an account designated by Asea Nautica Srl.
Unless otherwise agreed in writing between the parties, payment shall be 100% advance payment of the total amount of the sale at the order.
Shall the Purchaser perform a late payment a standard interest rate on Italian bank overdraft will be applied on the sale. The interest rate will be calculated from the expiring date of the payment and without any formal notice.
Shall the Purchaser be not complying with payment term, Asea Nautica Srl shall be free, in its sole discretion and without any formal notice, either to consider the Purchaser lapsed from any contract right or alternatively to demand immediately all the missed and future payments in addition to both financial and not financial damages caused by the Purchaser. The Purchaser shall bear all the costs incurred by Asea Nautica Srl to make the Purchaser to comply with this general sales conditions.
ART 4. Order cancellation – Shall the Purchaser cancel an order, the Purchaser shall pay a penalty of the 15% of the total sale value without prejudice to the right of Asea
Nautica Srl to ask for additional compensations related to the progress of the sale and/or as compensation of the losses sustained
ART 5. Title of the goods – The Purchaser acquires ownership of the goods only after full payment of the invoiced price of the supply. Notwithstanding, the Purchaser takes on the risks at the time of delivery. Shall the supply not be paid entirely as per this General Sales Conditions, any cost related to the return of the supply itself shall be borne by the Purchaser, including but not limited to transport, packing and un- installing if necessary.
ART 6. Title of services – Unless otherwise agreed the Purchaser does not acquire the ownership of the content of the service, neither of a Technical Specification nor of a Consultancy.
ART 7. Invoice acceptance – Any invoice sent by Asea Nautica Srl to the Purchaser shall be considered accepted and valid if not challenged either with a registered letter or with a certified email within 8 (eight) days from its receipt.
ART 8. Delivery, risk transfer and transport – The goods are consigned to the Purchaser at the Producer’s plant /Asea Nautica’s Headquarters and the risk is transferred upon consignment of the goods to the first carrier. The goods travel at the Purchaser’s sole risk even when the carrier has been chosen and instructed by the Asea Nautica Srl. The Asea Nautica Srl’s responsibility ceases upon delivery of the products to the carrier. This delivery shall be considered in every respect as carried out by the Purchaser himself.
Shall a different agreement be taken about the transport and delivery conditions, including but not limited to Delivery At Place (DAP), all the related transport and handling costs and risks shall be borne by the Purchaser. This delivery shall be considered in every respect as carried out by the Purchaser himself.
The agreed delivery time is indicative only and anyhow the lead time of the supply shall start from the date of the receipt of the funds related to the advance payment in the bank account designated by Asea Nautica Srl, as described above at ART 3.
In the case of delayed delivery ascribable to the Asea Nautica Srl, the Purchaser has no right to refuse the supply, require the cancellation of the contract and/or claim compensation for any damage if such delay is up to 60 (sixty) days. If the delivery delay is over 60 (sixty) days, the Purchaser is entitled to require cancellation of the order, by sending a registered letter, and the reimbursement of any advance payments. In any case Asea Nautica Srl shall not be liable for compensation for any direct and/or consequential damages of any nature and due to any reasons resulting from the delayed or unfulfilled supply.
ART 9. Features of the goods and operating conditions – The functional parameters of the products are those specified –in both nominal values and tolerances – in drawings and technical specifications supplied by Asea Nautica Srl, unless otherwise agreed in writing between the parties. The quality of the products supplied are the Asea Nautica Srl’s standard quality shown in the relevant specifications. The Purchaser shall establish the operating conditions of the products and advise Asea Nautica Srl accordingly prior to technical definition of the products. In the event of lack of indications from the Purchaser, Asea Nautica Srl shall consider operating conditions to be the ones specified in his own drawings and technical literature.
Asea Nautica Srl shall have the right to make any changes to the goods that do not affect the form, fit or function of the goods without notice. In the event that Asea Nautica Srl knows of proposed changes to the specifications that will affect the appearance, performance, form, fit or function of the goods, Asea Nautica Srl will use commercially reasonable efforts to inform Purchaser
ART 10. Guarantee – The goods supplied are guaranteed against defects in materials and/or workmanship either for a period of 12 months (business to business deal) of for a period of 24 months (business to consumer deal), if not differently agreed, either from the consignment date of the goods to the first carrier if the order doesn’t include commissioning, or from the starting date of the commissioning’s report. In case the commissioning is ordered, the period between the consignment of the goods and the commissioning shall not exceed 60 (sixty) days.
Asea Nautica Srl shall replace, free of charge, the products returned at Purchaser’s costs to its Headquarters in this guarantee period and found faulty due to defects at their source or – alternatively and at the Asea Nautica Srl’s discretion – shall credit the Purchaser with a sum of money corresponding at most to the price of the defective products which have already been invoiced. The goods replaced are consigned to the Purchaser at the Producer’s plant /Asea Nautica’s Headquarters and the risk is transferred upon consignment of the goods to the first carrier. In any case the Purchaser will not be entitled to have and expressly waives any other right or claim including any compensation for direct and/or consequential damages or for costs he may have borne (e.g. costs for reworking, technical assistance, call-back, etc.). The guarantee does not cover any man labor costs for uninstalling and re-installing the defective goods.
ART 11. Product faults or non-compliances – Asea Nautica Srl shall be notified by the Purchaser of any fault or product non-compliance within 8 (eight) days of receipt of the goods, otherwise the claim will be void. Asea Nautica shall be notified by the Purchaser of any latent defects within eight days of their discovery, otherwise the claim will be void. The guarantee will not be effective if the faults found are ascribable to the Purchaser’s carelessness and/or if the products have not been used according to their technical specifications, if the appliance to which they have been fitted has been wrongly designed or manufactured, and in the event of wrong maintenance by non-authorized engineers, cleaning with unsuitable procedures or materials, improper storage, handling and transport, improper or careless use of the appliance
concerned, or any other circumstances that cannot be ascribed to manufacturing defects for which Asea Nautica Srl is responsible.
ART 12. Factory Acceptance Tests – Shall the Purchaser require to participate to the FAT (Factory Acceptance Tests) at the date planned by the Producer any costs to reach the Factory, including but not limited to travel, board and lodging, shall be borne by the Purchaser.
ART 13. Place of jurisdiction and applicable law – Any and all disputes arising out of or relating to this General Sales Conditions shall be assessed in accordance with Italian law and shall the settled exclusively by the Court of la Spezia.