Sales made by INDECO ind. S.p.a. (hereinafter “Manufacturer”) to its customers (“Purchaser”) are subject to and governed by the following general terms and conditions of sale that shall apply, unless otherwise explicitly agreed between Manufacturer and Purchaser (“Parties”), to all negotiations regarding the purchase of Products, as hereinafter defined, between the Parties. These general terms and conditions of sale shall apply to the purchase and sale of all goods and services marketed by Manufacturer (“Product(s)”).

The terms and conditions below integrate and complete the information contained in the Purchaser’s order and in the Manufacturer’s order confirmation, even if no express reference is made in said order or order confirmation to the general terms and conditions of sale. In case of conflict between the contents of these general terms and conditions of sale and the provisions of Manufacturer’s order confirmation, the latter provisions shall prevail over those set out in these general terms and conditions of sale, limited to the conflicting parts.

1) Purchase orders

1.1 The sending of a purchase order, even if not signed by Purchaser but on the basis of its origin referring to Purchaser, shall, to all intents and purposes, constitute a binding purchase order. In any case, such an order shall be binding on Manufacturer only if Manufacturer confirms the order by sending an order confirmation to Purchaser, containing any changes, additions or exclusions that may be applicable.

1.2 Any contract of sale between Manufacturer and Purchaser shall be deemed concluded when Manufacturer receives written acceptance of the order confirmation from Purchaser.

1.3 Product images and data contained in catalogs or other promotional materials, including the company website, shall be deemed purely indicative. Manufacturer has the right to introduce technical and manufacturing changes to the Products and/or terminate, suspend or cease production of certain Products, without having to obtain permission from Purchaser.

1.4 In the event of difficulties in manufacturing Products, Manufacturer shall be permitted to make a partial sale.

1.5 Manufacturer reserves the right to withdraw from the sale should it have reasonable grounds to believe, owing to Purchaser’s financial circumstances or any other reason, that Purchaser will not settle payment or collect or take delivery of the Products.

2) Conditions & Payment terms

2.1 Purchaser undertakes to comply strictly with the terms of payment as agreed between the Parties. Where advance payment in whole or in part is required, manufacturing of Products shall commence only after Manufacturer receives the scheduled payment installment at the bank account indicated in the order confirmation issued by Manufacturer. Any delay in paying installments shall entitle Manufacturer to postpone or suspend production or delivery of Products until such amounts have been received in its bank account, together with interest at the statutory rate.

2.2 In the event of a delay of 30 days from the due date for payment of the installment price without Purchaser having provided a guarantee, accepted by Manufacturer, with regard to the effective payment of the amount due, inclusive of principal sum and interest, Manufacturer shall be entitled to terminate the contract of sale, retaining the sums paid to it until then as penalty for non-performance and without prejudice to its right to claim additional damages.

2.3 Manufacturer’s sales shall be subject to retention of title, pursuant to Art. 1523 et seq of the Italian Civil Code; therefore, Purchaser shall not in any way use Products as security or bond until the purchase price for the Product has been paid in full.

3) Delivery

3.1 All deliveries of Products from Manufacturer to Purchaser, unless otherwise agreed by the Parties, shall be carried out Ex-Works Manufacturer, via Lindemann, 10, z.i. 70132 Bari, Italy, INCOTERMS (ICC) 2010.

3.2 It is understood that, even if the Parties have expressly agreed in the specific transaction that Manufacturer will perform the first installation of the Product(s), the delivery terms shall always be considered Ex-Works Manufacturer, via Lindemann, 10, z.i. 70132 Bari, Italy, unless otherwise expressly agreed between the Parties.

4) Due dates

4.1 Manufacturer undertakes to deliver the products on or before the dates agreed between the Parties to the specific transaction. Exceptionally, and provided that reasoned notice is sent to Purchaser, Manufacturer shall be permitted to ship Products in batches.

4.2 Manufacturer shall notify Purchaser that the goods are ready for dispatch. Should Purchaser fail to pay the installment due at the time of dispatch or fail to collect the Products for 10 days after the collection date as notified to the Purchaser, Manufacturer shall be entitled to deposit the goods with a third party, with transport and storage costs being chargeable to Purchaser. In any case, all risks related to deterioration, damage or loss of the goods shall be borne by Purchaser, from the first day following the deadline for collection as notified by Manufacturer.

4.3 In the event of a delay of 30 days from the deadline for collection as notified by Manufacturer, and in the absence of guarantees from Purchaser with regard to the actual collection of the Products, Manufacturer shall be entitled to dispose of the products as he sees fit, and without being required to give notice thereof to Purchaser, retaining the sums paid to it by Purchaser until then as penalty for non-performance, without prejudice to its right to claim additional damages.

5) Assembly

5.1 Unless a sale is expressly concluded setting out initial installation costs to be borne by Manufacturer, all costs, risks and liability associated with assembly of the Product, even if performed with the support, assistance or supervision of Manufacturer’s staff, shall always and exclusively be borne by Purchaser.

5.2 Travel and subsistence costs for Manufacturer’s staff sent to the place of Product assembly or installation or to Purchaser’s premises, as well as those for any training of personnel designated by Purchaser, shall be payable by the latter to the extent indicated in the order confirmation or otherwise agreed between the Parties. Where requested by Manufacturer, Purchaser shall pay the health and insurance coverage for the aforementioned Manufacturer’s staff.

5.3 It is understood that where the term of stay of such Manufacturer’s personnel should exceed the timeframes agreed by the Parties, and even if Purchaser should manifest its wish to bear the related additional costs, Manufacturer shall be entitled to recall all or some of said staff to its headquarters, without this constituting breach of contract or grounds for a claim by Purchaser.

6) Returns

Under no circumstances shall returns of Products be permitted unless Manufacturer has authorized them in advance and in writing. All returns shall be carried out through a carrier indicated by Manufacturer at Purchaser’s expense, unless the return is due to Product manufacturing defects and/or attributable to Manufacturer, in which case Manufacturer shall reimburse the costs thereof.

7) Warranty

7.1 Within 15 days of Products arriving at the end user’s premises, Purchaser shall examine them in order to check for any defects, non-compliance or missing items before starting and using the same and shall promptly notify Manufacturer of such checks, providing documentation attesting to said defects, non-compliance or missing items.

7.2 The Product warranty limits Manufacturer’s liability to a period of 12 months from initial installation and the warranty can be registered in one of two ways:
A. by filling out the hard-copy Warranty Form and Delivery Report supplied with the Products
b. by filling out the online Warranty Form and Delivery Report at the www.indeco.it website
Any extensions of the warranty period shall be subject to special supply or sale agreements.

7.3 Manufacturer warrants products against workmanship faults and defects as detailed and described in the “Warranty Conditions” set out in the user and maintenance manual supplied with the Products.
Only those parts and products deemed defective by Manufacturer’s technical staff shall be replaced by Manufacturer. Products shall be sent to the authorized workshop indicated by Manufacturer at Purchaser’s expense. In such cases, Purchaser shall not be entitled to claim any compensation for damages resulting from loss of use of Products. In addition, no refunds and/or compensation shall be due by Manufacturer for any repairs that Purchaser may have had carried out by unauthorized third parties during the warranty period.

7.4 The warranty shall be deemed null and void in the following cases: a) if Purchaser fails to make full and timely payments as agreed; b) if one or more spare parts not supplied by INDECO ind. S.p.a. are used; c) if the warranty start date and the date of delivery of the Products do not match; d) if the warranty certificate fails to reach Manufacturer within 30 days from the date shown on the certificate itself.
In any case, Manufacturer reserves the right to request further documentation attesting the actual start date of the warranty and or technical evidence (technical reports, photographs, etc.) regarding any dispute.

7.5 Exceptionally, for proven reasons of urgency or in cases of imminent danger making it impossible to wait for Manufacturer’s warranty service, Purchaser shall immediately inform Manufacturer, without undue delay, of the existence and type of defect and the reasons why it is essential to resort to an emergency repair, so that Manufacturer can provide indications thereto.

8) Protection of designs and non-competition

Product drawings, plans and technical documentation may not be used for purposes other than those for which they were made available to Purchaser. Purchaser shall not, without the prior written consent of Manufacturer, disclose them to third parties, nor copy or modify them in order to create an equivalent Product in terms of operation, use and/or performance.

9) Applicable law and jurisdiction.

The business relationships and sales between the Parties shall be governed solely by Italian law. Where the Parties have their places of business in different States, sales shall be governed by the 1980 Vienna Convention on the International Sale of Goods and, where not governed thereby, by Italian law.

Any disputes shall be referred to the exclusive jurisdiction of the Court of Bari (Italy).