GENERAL TERMS AND CONDITIONS OF SALE - Rev. 1
These General Conditions of Sale regulate the contractual relationship of sale (the "Contract") between Studio Mirei di Ong Mirei Celine, Via Molino Vecchio 23, 20020 Arconate (MI), Italy, VAT Nr IT10814150966 (the "Company") and the buyer (the "Customer"), and apply to all Studio Mirei di Ong Mirei Celine products (the "Products")
1. Conclusion of the Contract
The issuing of the order implies the acceptance of these General Conditions by the Customer, which the latter declares to know and accept in every part. The Company will send the Customer an order confirmation, upon receipt of which the Contract shall be considered to be valid and agreed by the parties. The Contract shall be governed exclusively by these General Conditions and the order confirmation. The Contract shall prevail over any other provision coming unilaterally from the Customer, over any general conditions of the same, and replaces any previous provision, agreement, or commitment, formulated both in written and oral form, relating to the supply of the Products.
2. Delivery Terms
The delivery terms, indicated by the Company in the order confirmation, are to be considered indicative and not exhaustive, and may depend on circumstances that may preclude, hinder, or delay the normal manufacturing process and delivery of the Products. Delivery will be made in the manner specified in the order confirmation. If the Customer does not accept delivery on the scheduled date, he shall in any case have to pay any part of the consideration that has become due on delivery, as if delivery had taken place. Any expense and charge resulting from such refusal (e.g. warehouse, courier costs, etc) shall be at the exclusive expense of the Customer, unless otherwise agreed between the parties.
3. Prices and Payment
The price of the Products, as well as any other sum due to the Company for any reason, is expressed in Euro and shall be understood to be net of value added taxes, any additional charges provided for by law, import taxes and charges.
Unless clearly agreed in written form by the parties, the prices are considered to be EXW
22% VAT will be added to the net price, where applicable as per the current Italian law.
Unless otherwise agreed, payment must be made in advance, by bank transfer, to the current account indicated on the invoice issued by the Company, or in any other manner agreed upon. If the Customer fails to make payment in accordance with the Contract, the Company has the right to suspend the supply of the Products. If the Customer fails to make payment later than 14 days of the due date indicated in the invoice issued by the Company, the Company has the right to cancel the Contract for the supply of the Products
4.1 For the 2 (two) years following the date of delivery ("Warranty Period") the Company warrants that the Products:
a. are free of design and manufacturing defects such that they are unsuitable for their intended use, provided that they are used as specified in the instructions for use;
b. meet the standards of the place of registration of the Company and the requirements applicable to the specific Product purchased
4.2 During the Warranty Period the Customer shall, under penalty of forfeiture, within eight (8) days after discovery of the defect, notify the Company in writing of the existence of defective Products (hereinafter "Non-Compliant Products") and provide a written description of the reasons or cause of non-conformity of the Products.
4.3 During the Warranty Period, in the event of non-compliance of the Products confirmed by the Company, the latter may at its discretion:
a) send a spare part for a specific part of the product at its own expense to resolve the anomaly; or
b) arrange for the return of the product, repair and return of the repaired product at its own expense; or
c) request the return of the Non-Compliant Products at its own expense and replace the Non-Compliant Products with compliant Products.
In case b and c, the Customer shall be responsible for the use of the original packaging or, in any case, packaging suitable to safeguard the integrity of the returned Product, while the Company shall bear the transport costs.
The selection of the solution a, b or c is at discretion of the Company based on the written description of the Non-Compliant Product given by the Customer.
4.4 In the event that the Customer alters and/or modifies or destroys and/or returns the Non-Compliant Products not complying with the procedure set out in the preceding paragraphs, the Company shall be relieved of any liability and the Customer shall not be entitled to the remedies set out in Clause 4.3.
4.5 The Customer shall not be entitled to claim any compensation or other remedies from the Company other than those listed above, nor shall the Customer be entitled to any remedy after the end of the Warranty Period.
4.6 Any returns agreed with the Company from time to time shall in any case be made according to the indications provided by the Company itself.
4.7 For the avoidance of doubt, this Warranty is valid and effective provided that:
a) Any materials, components, spare parts and electrical equipment used in the installation, maintenance and use of the Products are those provided or recommended by the Company;
b) Electric system complies with the wiring rules in force according to local regulations.
Without prejudice to the foregoing, this Warranty will not cover any of the following:
Any damages that can be directly or indirectly caused to persons, animals and things as a result of the non-compliance with instructions and applicable rules for installation, use and maintenance of the Product, or related to any possible interruption of operation of the Products.
This Warranty is without prejudice to any right or remedy provided to end users by any applicable consumer law.
5.1 The Company shall not be liable for damages or defects caused by:
a) damages occurred during transport (unless transport is included in the scope of the Company)
b) damages occurred during installation;
c) non-compliance with Product instructions;
d) installation, use and maintenance of the Product which are improper or in any case different from those indicated in the Product instructions, including the case of use of components not expressly indicated by the Company for the maintenance of the Product;
e) use of the Product in conditions that do not comply with technical regulations, in relation to the environment in which the product is installed (for example, room temperature, humidity, exposure to atmospheric agents, possible interference with electrical components or equipment);
f) extraordinary wear and tear of parts and components.
5.2 By issuing the order, it is understood that the Customer has previously verified that the Products are suitable for the intended use in the country of destination, thereby excluding any liability of the Company for the consequences arising from any differences in construction or certification.
5.3 In the event of damage caused by the Product to third parties due to failure to comply with the provisions or regulations relating to assembly, installation, use and maintenance, including modification of the Product itself, the Customer expressly undertakes to indemnify and hold harmless the Company harmless from all claims, actions, demands, costs and expenses, including legal fees, of third parties.
5.4 In any case, it is understood between the parties that the Company's liability in the event of damage deriving from the Product, as well as for any cost or expense relating thereto, shall not exceed the amount constituted by the cost of the Product purchased by the Customer.
6. Applicable law and jurisdiction
These General Conditions and the Contract are subject exclusively to the laws of the country where the Company has its registered office. Any dispute arising out of or relating to these General Terms and Conditions and the Contract shall be subject to the exclusive jurisdiction of the Court of the Company's registered office.
7.1 Any amendment to the General Conditions and the Contract must be agreed in writing and included in the order confirmation.
7.2 Should one of the clauses of the General Conditions be null and void or ineffective, such nullity or ineffectiveness shall not extend to further and different contractual clauses, nor shall it in any way determine the nullity of the General Conditions and/or the relevant Contract.
7.3 Pursuant to and for the purposes of the second paragraph of Article 1341 of the Italian Civil Code, it is hereby declared that clauses 4 (Warranty), 5 (Liability), 6 (Applicable law and jurisdiction) have been examined and expressly approved.
8.1 If required by the Customer and agreed between the parties, the Company can provide the service of shipment DAP (Delivered at Place as per latest edition of Incoterms). In this case, Customer shall provide the Company with the shipping address in order for the Company to provide the related price, that shall be agreed between the parties
8.2 In case of shipment in charge of the Company, Customer shall inspect the package upon arrival to the address of destination. In case of missing or damaged items, the Customer shall report them in written form to the Company within ten (10) days from the receipt of the goods. The Company is not responsible for claims received after such date