Every aspect of the contract is entirely governed exclusively by Italian law, which regulates its conclusion, execution, interpretation and termination from a substantial point of view. All disputes that may arise regarding the interpretation or execution of obligations arising from this contract are governed exclusively by Italian procedural law. In case of acceptance by ICS Technologies S.r.l. of the customer’s purchase conditions, the clause on the application of Italian law cannot be waived and the aforementioned acceptance is to be understood with the exclusion of any agreement that would involve the regulation of the contract from the substantive and procedural point of view by a different law from the Italian one. The 1980 Vienna Convention, on International Sales, applies to all matters not derogated from the general conditions of sale.
GENERAL SALES CONDITIONS
The buyer declares that he has read and approved the General Conditions of Sale, listed below
These general terms and conditions govern the sale by ICS Technologies S.r.l. of goods and/or products and/or services to non-consumers. Each individual contract and/or offer of sale is governed by these general conditions of sale, except for any exceptions and expressly indicated in the contract and/or agreement and/or sales order from ICS Technologies S.r.l. to accepted by the Customer. In addition, any conditions of sale provided for in the contract and/or offer of sale different from these general conditions will prevail over the latter. The application of Italian law to the contract is excluded from the substantive and procedural point of view.
- Goods/Products/Services: indicate materials, and/or products, and/or services as specified in the contract and/or agreement and/or sales order, in the parts thereof or attachments
- Seller: Indicates ICS Technologies S.r.l.
- Customer: means any person, firm or organization that commissions to the Seller Goods/Products/Services
- Offer: indicates the estimate, including technical annexes or technical specifications, drawn up by the Seller at the request of the Customer.
2 OFFERS – CONTRACT
The offers of ICS Technologies S.r.l. do not constitute contractual commitment. The sales contract is concluded in all its aspects when ICS Technologies S.r.l. receives confirmation in writing of the acceptance of the proposal by the Customer in the term of validity of the proposal.
Changes in unwritten form are not permitted.
Unless otherwise stated in the Seller’s written offer, the prices are to be understood
ex-works INCOTERMS 2020, and therefore net of transport costs, and do not include VAT or other taxes and charges, which are exclusively at the expense of the Customer. Invoices for sales are payable immediately.
Unless otherwise provided in the written offer of the Seller, payment must be made in full in advance of delivery, and then the payment is due upon issuance of the invoice following completion of the contract. The payment, unless otherwise agreed, is made by bank transfer to the bank details indicated by the seller. In the case of a clause providing for the payment of sums in several instalments, the non-payment or late payment of what is due in relation to a single instalment will result in the forfeiture of the instalments in favour of the purchasing customer, that will be required to pay immediately the full amount due to ICS Technologies S.r.l. in relation to the contract. In the event of a delay in payment by the Customer, the interest provided for by the special legislation relating to late payment in commercial transactions shall apply.
The delivery of the goods is subject to the International Chamber of Commerce (ICC) INCOTERMS 2020 terms of trade, which are in force on the relevant shipment date. Unless a different delivery term INCOTERMS and a different destination are specified in the offer or contract of sale, deliveries shall be considered FCA INCOTERMS 2020.
The delivery of the goods is completed by placing the object of sale on the carrier’s medium. The delivery period is considered to have been respected provided that, before its expiry, the Customer has been informed that the goods covered by the supply are ready for shipment.
In the event that the shipment is delayed at the request of the Customer, after notification that the goods are ready for shipment, the costs incurred for storage will be borne by the Customer. In the case of storage and conservation of goods at ICS Technologies S.r.l., the Customer will recognize to ICS Technologies S.r.l. 5% of the invoice value related to the goods stored for each month of storage unless otherwise agreed in writing. Seven (7) days of shipment delay are considered as one (1) month.
6 DELAYED DELIVERY FOR REASONS NOT DUE TO ICS TECHNOLOGIES SRL
ICS Technologies S.r.l. will not be responsible for delivery delays caused by its suppliers. In this case, the customer will directly contact the supplier of ICS to obtain compensation for the damage. ICS Technologies S.r.l. will provide any useful knowledge to the customer to protect their rights.
7 WARRANTY CONTENT AND NOTIFICATION OF DEFECTS
If the Customer discovers a defect in the goods, the complaint of the defect must be forwarded by the Customer to ICS Technologies S.r.l. in writing and immediately, or at the latest within eight days of discovery, together with the necessary documentation and detailed explanations. In the presence of proven defects ICS Technologies S.r.l. will decide at its discretion whether to carry out the repair of the good, whether to replace it or whether to provide a replacement part. From the warranty are excluded the transport costs for the return to ICS Technologies S.r.l. of the goods that must be repaired or replaced. These costs are anyway borne by the customer. With regard to claims for compensation by the Customer for the costs incurred, the additional costs due to the transfer of the defective goods to a location other than the place of destination established by the contract are excluded. Warranty rights are excluded if the defects are attributable to the Customer as a result of (examples and non-exhaustive cases):
- conditions of use other than the intended use of the goods;
- incorrect maintenance and installation if not carried out by the Seller or its authorized agents;
- misuse or improper handling; tampering or negligence;
- excessive use or natural wear;
- incorrect repair or repair carried out by unauthorized personnel.
The buyer undertakes not to disclose to third parties any confidential information received by the Seller in connection with the contract of sale. The Customer will only use this information to fulfil its obligations and commitments, except as required by law or approved in writing by the Seller.
9 LIABILITY FOR DAMAGES
Without prejudice to the provisions of article 1229 of the c.c., in the event of wilful misconduct or gross negligence, ICS Technologies S.r.l. shall not be liable for damages incurred to the Customer arising from the performance of the contract.
10 EXCLUSIVE COURT OF JURISDICTION
By way of derogation from the rules of the Code of Civil Procedure, which determine the competent court, in the event of any dispute on any grounds as to the validity of the contract, its interpretation, the performance of the obligations arising therefrom, the Parties recognise Fermo as the exclusive place of jurisdiction.