Allgemeine Verkaufsbedingungen

Summary


1. General Sales conditions and ASEM S.P.A. Warranty

1.1 FIELD OF APPLICATION

1.1.1 The Conditions contained in the articles of this document are applicable to all contracts for the sale of products/systems and services by ASEM S.p.A. (henceforth referred to as "ASEM").

1.1.2 All purchase orders for products/systems and/or services received by ASEM are regulated by these Conditions.

1.2 CONTRACT APPROVAL - MATERIAL QUALITY

1.2.1 The purchase orders immediately binding and promissory for the customer (henceforth referred to as "purchaser").

1.2.2 The efficacy of orders is subject to a specific approval by ASEM. Such approval may be with sending of the order confirmation or expressed through the delivery of the goods object of the contract and the dispatch of the relative invoices.

1.2.3 The characteristics and descriptions of the products/systems featured in the lists, catalogues and/or similar documents are purely indicative. ASEM has the right to modify such characteristics without giving prior notice.

1.3 DELIVERY

1.3.1 The terms of delivery, at any title defined with the Customer, are merely indicative. In case of delivery delay, ASEM is relieved from any liability and the purchaser will not have the right to recede from or resolve the contract even partially. The customer has neither the right to demand a reimbursement of any damage suffered or to suspend payments.

1.3.2 In case of ex-works sales, where the terms provide for ASEM makes the goods available to the purchaser at the ASEM place of business, after five working days from the failed collection of goods ASEM has the right to resolve the contract, notwithstanding the right, by ASEM, to be refunded for the damage received. In this case, any sum paid by the purchaser may be held by ASEM as damage compensation.

1.4 PRICES AND PAYMENTS

1.4.1 The prices established by ASEM are fixed and invariable.

1.4.2 Payments must be carried out exclusively by ASEM S.p.A., with headquarters in ARTEGNA (Udine) in via BUIA, 4, independently from any circumstance that, as a result of further agreements, may be regulated through bills of exchange or other equivalent methods.

1.4.3 The payment of the invoice shall be made in accordance to the agreed terms and conditions. The customer may not suspend or delay payments for any reason. ASEM may grant the Customer a specific provision for the original deadline agreed upon.

1.4.4 In case of delay in payments, even if minimum, ASEM reserves the right to immediately suspend the delivery of products/systems with no prior warning, also if object of a different purchasing order.

1.4.5 If the agreed conditions of payment are not satisfied ASEM has the right to bill overdue interests due to the delays in payment according to art. 5 of D.L.gs no. 231/2002, in the limits of L. 108/96 Law on usury, as well as all expenses for the recovery of the credit.

1.5 LIEN AGREEMENT

1.5.1 The Sale is made with reserve for property upon completion of the payment of the price indicated in the invoice referring to the delivered product.

1.5.2 The issuance of cheques, bills of exchange, drafts or transfers is not considered payment if not resulting in a positive outcome of the above. In case of resolution of the contract ASEM may hold, as penalty for non-fulfilment, the correspondent instalment up to 50% of the price. It is the right of ASEM to be refunded for the greatest damage received.

1.5.3 In case of instalment payments, failure to pay, even of just one instalment, gives ASEM the right to act for the recovery of the entire amount.

1.6 RESPONSIBILITY AND LIMITATIONS

1.6.1 ASEM is not responsible for the direct and indirect damage to people and/or things if the defect of the product/system that caused the damage did not exist at the time of the transfer of said product/system.

1.6.2 If ASEM should be held liable of any damage caused by the defect of its own products, ASEM will recognize only physical damage or personal injuries or damage to personal property. All other types of damage are excluded.

1.6.3 With reference to damages caused to personal property, ASEM will recognize a maximum amount equal to the price paid by the Customer for the purchase of the product/system and/or service.

1.6.4 The limitations to responsibilities as per this article 6 are applicable also to suppliers, subcontractors and customers of ASEM. Such limitations represent the maximum to which ASEM and its suppliers, subcontractors and customers are collectively responsible.

1.6.5 Except law limitations, ASEM is, in no case, responsible for the following:

  1. Claim for refund by the final user. Delivery recourse claims towards ASEM by the purchaser are in any case excluded;
  2. Loss or damage to data;
  3. Loss of profits, earnings, benefits or any anticipated savings;
  4. Damage to image;
  5. Any other damage be it direct, accidental, special or other economical damage.

1.7 REPORTING FLAWS - COMPLAINTS

1.7.1 Any flaw, defect and/or lack of quality of the supplied products/systems must be reported at once. Each report and/or complaint must be expressed, upon risk of forfeiture, directly and only to ASEM in writing, within the stringent terms of 8 days from the date of delivery of the supplied product/system. The communication must be carried out via registered mail to the ASEM S.p.A. address, via Buia, 4, 33011 Artegna (UD) or via PEC (certified electronic mail) to the address asem@legalmail.it. The parties agree to exclude any other form of communication of product/system defects.

1.7.2 In any case, the reporting and/or complaints, for any reason, will not give the right to the

1.8 WARRANTY

1.8.1 Unless otherwise agreed, indicated in the order confirmation sent by ASEM to the Customer, the warranty has a validity of 12 months. The warranty period of products/systems is valid from the date of the transport document showing the shipment by ASEM.

1.8.2 ASEM guarantees the good manufacture and the quality of the products/systems object of the supply on the condition that these are correctly used. In any case, any other liability of ASEM for direct or indirect damage arising from the incorrect or improper use of the supplied products is excluded. In particular:

1.8.2.1 ASEM guarantees that the products/systems, at the time of delivery to the purchaser are free from manufacturing faults.

1.8.2.2 During the warranty period ASEM provides a repair service with the operating procedures and under the conditions set out in the specific document "ASEM SPA repair service". In some cases, according to at sole ASEM discretion, during the warranty period ASEM can repair a product/system even by replacing it or replacing parts of the same.

1.8.3 The warranty is not valid, and therefore any liability of ASEM is excluded, in the following situations:

1.8.3.1 Damage or breakage occurring during transportation, when the same is not borne by ASEM;

1.8.3.2 Errors or damage arising from improper use of the product/system in inadequate physical environment, both stocking and use;

1.8.3.3 Damage or breakage due to malice, negligence, inexperience or malpratice including any damage due to incorrect power supply voltage, power supply voltage fluctuations or wrong power supply groundings towards those privided by user manual, inappropriate maintenance and/or repairs done by customers or third parties not authorized by ASEM;

1.8.3.4 When any identifying label applied on the product/system or parts of it is removed or alterated;

1.8.3.5 Damage caused by product/system for which ASEM is not directly liable, that are products and/or systems, not manufactured by ASEM, acquired and supplied by ASEM upon specific request by the Customer;

1.8.4 Warranty is considered void with Consumption materials (such as: batteries, UPS batteries kit, etc.) and parts subject to wear (such as: mouse, magnetic supports, touchscreens, keyboards, etc.);

1.8.5 These conditions of warranty are the only guarantees supplied by ASEM on its products/systems. Therefore, any other agreed forms or conditions for warranty are excluded.

1.9 JURISDICTION AND COMPETENT COURT

1.9.1 Any controversy inherent to these sale and warranty general conditions is regulated and subject to current Italian regulations and the Customer agrees and accepts the Udine Justice Court as the exclusive competent one.

2. Repairs

2.1 REPAIR SERVICE CONDITIONS

2.1.1 Asem will execute the repair service only in its head office in Artegna (UD) via Buia, 4;

2.1.2 The repairs referred to products/systems under warranty are made under the conditions set out in Article 8 "Warranty" of the specific document named "General Conditions of Sale and Guarantee ASEM SpA". All repairs managed outside the warranty period are in charge of the Customer;

2.1.3 Repairs charged to the customer will be executed upon receipt of a written order. Therefore, verbal requests or orders will not be accepted. ASEM, upon receipt of the request for repair, will issue an estimate cost for the intervention. The cost for an estimate issuance is € 30,00 (+VAT). In case of repair order confirmation by the customer, the costs regarding the estimate issuance will be cancelled. The time validity of the estimate will be indicated in the estimate itself;

2.1.4 In case of failure to confirm the order for repair within one month from the date of the estimate issuance, the unrepaired product/system will be given back and all transportation expenses will be charged to the customer;

2.1.5 If during the repair other faults should arise with respect to what was previously diagnosed, ASEM has the right to suspend the repair and to proceed only upon receipt of a new written order by the Customer;

2.1.6 The repair activity is in any case subject to the availability of spare parts;

2.1.7 The components of the products/systems subject to repair and/or replacement are guaranteed for the remaining original warranty period of the products/systems themselves or, in any case, for no less than 12 months from the date of return of the repaired product/system;

2.1.8 ASEM declines any liability for the files/programs contained in the mass memories present in the product/system sent for repair by the Customer;

2.1.9 In case the products/systems to be repaired are not collected within two months from the communication of completed repair or are refused upon receiving, ASEM has the right to dispose of the repaired goods, including the right to destroy the products themselves;

2.1.10 In case of failure to meet the payment for the supply of products/systems and/or services by the Customer ASEM has the right to hold the goods object of the repair, property of the Customer, at its head office;

2.1.11 Repair will be executed by ASEM only according to the terms described in these conditions. Any other condition will not be accepted.

2.2 OPERATIVE MODES FOR SENDING THE PRODUCTS/SYSTEMS TO REPARATION

2.2.1 Before sending the products/systems to be repaired by ASEM, the Customer must request the return code (RMA) from the ASEM Help Desk service This code can be requested via telephone at the number +39 0432967.250 with the following hours: Monday through Friday from 9.00 to 12.30 and from 14.00 to 17.30. Moreover, the RMA code may be requested via fax (at the number +39 0432967.465) or via e-mail at the address suptec(at)asem.it;

The Customer, after supplying the correct Username and Password, may request the RMA code autonomously accessing the Website in the "Help Desk Online" section and filling in the appropriate form. The "Help Desk Online" site in accessible using the "Technical Support" section present on the website www.asem.it;

If the Customer should not have the password for accessing the "Help Desk Online" website, he may
request it via e-mail at the address suptec(at)asem.it or call the number +39 0432967.250;

In order to obtain the RMA code the following information must be supplied:

  1. Company name in full including address, telephone number and name of the person to contact;
  2. Serial Number of the product/system (13 capital alphanumerical characters beginning with "0" (zero) for example ""0AIPT70100001"; in case of shipment of a component the serial number of the product/system onto which the component was installed must be reported;
  3. Detail description of defect/failure found.

2.2.2 The product/system shall be sent only to the head office of ASEM S.p.A. in via Buia, 4 - 33011 - Artegna (UD) - Italy The product/system object of the repair, shall be accompanied by a suitable transportation document, reporting the reason: "return for repair" and the RMA code;

2.2.3 Transportation costs for guaranteed product/system:

  1. The transportation costs for the shipment of the product/system to be repaired are to be charged to the customer;
  2. The transportation costs for the shipment of the repaired product/system to customer are to be charged to ASEM;

2.2.4 Transportation costs for products/systems outside the warranty are to be charged in full to the customer.

2.3 JURISDICTION AND COMPETENT COURT

2.3.1 Any controversy inherent to these repair service conditions is regulated and subject to current Italian regulations and the Customer agrees and accepts the Udine Justice Court as the exclusive competent one.