1.1 These General Sales Terms and Conditions shall be governed by the United Nations Convention on the International Sales of Goods (Vienna, 1980) and, with respect to questions not covered by such Convention, by the Italian law.
1.2 These General Sales Terms and Conditions shall apply to products and related services (hereafter jointly the “Products”) manufactured and/or provided by ALTER Elettronica S.r.l. (hereafter “ALTER”) to a customer (hereafter the “Buyer”). Any proposal or form of proposal howsoever (hereafter the “Proposal”) made by ALTER to the Buyer for its Products shall be governed by these General Sales Terms and Conditions which, unless expressly otherwise agreed in writing, shall prevail in the event of a discrepancy with any other written or oral agreement between ALTER and the Buyer.
2 Time of delivery
2.1 Any dates quoted by ALTER for delivery of the Goods are approximate only and a grace period of 6 weeks shall be guaranteed by the Buyer. If ALTER expects to be unable to deliver the products at the agreed delivery date, ALTER shall inform the Buyer within the shortest delay, in writing (by telefax or email), of such occurrence, stating, as far as possible, the estimated date of delivery. It is agreed that if a delay for which ALTER is responsible lasts more than 6 weeks, the Buyer will be entitled to terminate the Contract with reference to the Products the delivery of which is delayed, by giving a 10 days’ notice, to be communicated in writing (also by telefax or email) to ALTER.
2.2 Any delay caused by force majeure (as defined in art. 6) or by acts or omissions of the Buyer (e.g. the lack of indications necessary for the supply of the Products), shall not be considered as a delay for which ALTER is responsible.
2.3 In case of delay in a delivery for which ALTER is responsible, the Buyer may request, after having summoned in writing ALTER, a compensation for the damages actually suffered, within the maximum amount of 5% of the price of the Products the delivery of which has been delayed.
2.4 Except in case of fraud or gross negligence of ALTER, the payment of the amounts indicated in art. 2.3 excludes any further compensation for damages or losses arising out of non-delivery or delayed delivery of the Products.
3.1 Any complaints relating to packing, quantity, number or exterior features of the Products (apparent defects), must be notified to ALTER, by registered letter with return receipt, within 7 days from receipt of the Products; failing such notification the Purchaser’s right to claim the above defects will be forfeited. Any complaints relating to defects which cannot be discovered on the basis of a careful inspection upon receipt (hidden defects) shall be notified to ALTER, by registered letter with return receipt, within 7 days from discovery of the defects and in any case not later than 30 (thirty) months from delivery; failing such notification the Purchaser’s right to claim the above defects will be forfeited.
3.2 It is agreed that any complaints or objections do not entitle the Buyer to suspend or to delay payment of the Products as well as payment of any other supplies.
4. Warranty for defects
4.1 ALTER undertakes to remedy any defects, lack of quality or non-conformity of the Products for which he is liable, occurring within 30 (thirty) months from delivery of the Products, provided such defects have been timely notified in accordance with art. 3.1. If the Products have shown to be defective, ALTER shall be entitled to repair or replace the defective Products, at ALTER’s option. The product components repaired or replaced under the warranty will come with a 6 (six) months warranty, starting from the date of repair or replacement. The responsibility, transportation and insurance costs of the shipment of the products to and from ALTER premises for reparationor substitution shall be at the Buyer’s charge.
4.2 For Products not manufactured by ALTER the warranty is strictly limited to the terms granted to ALTER by its suppliers.
4.3 ALTER does not warrant that the Products are compliant to special specifications or technical features or that they are suitable for particular usages, except to the extent such characteristics have been expressly agreed upon in the first part of this offer or in documents referred to for that purpose in the Contract.
4.4 Except in case of fraud or gross negligence of ALTER, ALTER’s only obligation in case of defects, lack of quality or non-conformity of the Products will be that of repairing or replacing the defective Products. It is agreed that the above mentioned guarantee (i.e. the obligation to repair or replace the Products) is in lieu of any other legal guarantee or liability with the exclusion of any other ALTER’s liability (whether contractual or non-contractual) which may anyhow arise out of or in relation with the Products supplied (e.g. compensation of damages, loss of profit, recall campaigns, etc.).
4.5 ALTER shall not be responsible for and the warranty SHALL NOT APPLY TO: any defects due to the Buyer’s negligence or misuse, modification or rework, incorrect combination with other devices, incorrect installation, commissioning or maintenance, unauthorized dismantling, abnormal or exceptional working, installation, commissioning or operation conditions, or the Purchaser’s failure to adhere to ALTER’s instructions and specifications. Neither shall ALTER be responsible for (a) normal wear and tear, (b) for defects arising from the use of spare parts other than those approved by ALTER, or (c) for damages arising from the Purchaser’s failure to ensure information security in the environment where the Products are used.
5 Retention of title
5.1 It is agreed that, the Products delivered remain of ALTER’s property until complete payment is received.
6 Force majeure
6.1 Either party shall have the right to suspend performance of his contractual obligations when such performance becomes impossible or unduly burdensome because of unforeseeable events beyond his control, such as strikes, boycotts, lock-outs, fires, war (either declared or not), civil war, riots, revolutions, requisitions, embargo, energy blackouts, delay in delivery of components or raw materials.
6.2 The party wishing to make use of the present clause must promptly communicate in writing to the other party the occurrence and the end of such force majeure circumstances.
6.3 Should the suspension due to force majeure last more than six weeks, either party shall have the right to terminate the Contract by a 10 days’ written notice to the counterpart.
7.1 The competent law courts of Torino (Italy) shall have exclusive jurisdiction in any action arising out of or in connection with this contract. However, as an exception to the principle here above, ALTER is in any case entitled to bring his action before the competent court of the place where the Buyer has his registered office.