General Terms and Conditions of Sale and Delivery
1. General Provisions
The following General Terms and Conditions of Sale and Delivery (hereinafter the "Conditions") apply to all contracts related to sales and deliveries of materials, equipment, machinery, software, services, etc. (hereinafter the "Goods") by ELSE NUCLEAR S.r.l. (hereinafter "ELSE NUCLEAR") to its customers (hereinafter the "Buyer") unless foreseen otherwise in writing.
2. Conclusion of Contract
The contract is deemed to be concluded upon receipt of ELSE NUCLEAR's written confirmation of the order by the Buyer.
Cancellation requests are accepted within seven (7) days of the date of the Buyer’s order. After seven (7) days, cancellation charges will apply based on work in process and/or stage of completion at the time of cancellation.
4. Terms of Delivery
The term of delivery starts to run from the date on which ELSE NUCLEAR sends the written confirmation but not before all technical and commercial aspects have been specified and agreed upon by ELSE NUCLEAR. The term of delivery shall not take into account the full month of August and the period included between December 15th and January 15th, due to the closure period of ELSE NUCLEAR suppliers. The Buyer has to timely provide ELSE NUCLEAR with all necessary documents and fulfil its obligations regarding in particular administrative formalities.
The term of delivery is reasonably extended:
a) if the Buyer fails to deliver all necessary documents on time or if the Buyer fails to satisfy all administrative conditions causing thereby a delay in the delivery;
b) if all technical details have not been settled;
c) in case of fortuitous events such as epidemics, mobilization, war, revolution, labor disputes, lockouts, strikes, accidents, attacks from third parties on computer systems and software, late or deficient delivery by sub-contractors of raw materials, semi-finished or finished products, the need to scrap important work pieces, official actions or omissions by any state authorities or public bodies, natural catastrophes or Force Majeure;
d) if the Buyer or any third party appointed by the Buyer is behind schedule or in default of contractual obligations, in particular if the Buyer fails to respect its payment obligations.
Unless otherwise specified in writing, all prices are net, ex-works (Incoterms 2020), and exclusive of VAT, packing, shipping and insurance.
Unless otherwise specified in writing, any customs duties, taxes, VAT, import duties, transit fees or other charges shall be paid by the Buyer.
ELSE NUCLEAR reserves the right to adjust the contract price in case of currency fluctuations or if between the time of the offer and the conclusion of the contract wage rates, supplier prices or material prices change. A price adjustment also ensues if the delivery is delayed due to one or more reasons mentioned under Clause 4 and if this delay increases expenses.
Unless otherwise agreed, invoices shall be paid to ELSE NUCLEAR without any deduction no later than thirty (30) days end of month of the invoice. Payments shall be made in Euro into one of the accounts indicated by ELSE NUCLEAR.
If the Buyer fails to comply with the terms of payment, he is deemed to be in default without any reminder. In case of delayed payment ELSE NUCLEAR is entitled to claim interest at the annual rate of 8% above the current interest rate of the European Central Bank.
The Buyer hereby waives any right of set-off.
7. Retention of Title
ELSE NUCLEAR retains titles of all Goods until the payment of the contract price is fully received in accordance with the contract and all claims of ELSE NUCLEAR in connection with the contract have been settled.
8. Transfer of Benefits and Risks
The benefits and risks attached to the Goods pass to the Buyer at the moment they leave ELSE NUCLEAR’s premises. If dispatch is delayed for reasons for which the Buyer is responsible or reasons beyond ELSE NUCLEAR’s control, ELSE NUCLEAR reserves the right to store Goods for the account and at the risk of the Buyer.
If dispatch, due to Buyer’s request, is delayed by more than one month after notification of the readiness for dispatch was given, the Buyer may be charged, for every additional month commenced, storage costs of 1% of the agreed price, but in no case more than a total of 10%.
9. Warranty & Liability
ELSE NUCLEAR guarantees the qualities and characteristics stipulated in the technical specifications or the order confirmation. Any further guarantee is excluded and the Buyer has no rights or claims apart from those explicitly mentioned in these Conditions.
Unless otherwise specified, the warranty period is twelve (12) months. It starts at the moment the Goods leave the works. If dispatch and/or installation is delayed for reasons beyond ELSE NUCLEAR’s control, the warranty ends twelve (12) months after ELSE NUCLEAR’s notification to the Buyer that the Goods are ready for dispatch. For replaced or repaired parts during warranty period, the warranty period is six (6) months starting at the completion of the repair work or replacement.
Excluded from the warranty are all damages which are not proven to have resulted from bad material, faulty design or poor workmanship, e.g. resulting from fair wear and tear, faulty maintenance, disregard of operating instructions, excessive stress or strain, use of unsuitable materials or facilities, chemical or electrolytic action, work not carried out by ELSE NUCLEAR or resulting from any other cause beyond ELSE NUCLEAR’s control.
The Buyer must verify the Goods as soon as possible and immediately notify ELSE NUCLEAR of any damages but no later than eight days after receipt of the Goods. Upon the Buyer's written request, ELSE NUCLEAR repairs or replaces at his choice and as fast as possible all parts of the Goods which can be proven to be faulty or useless because of bad material, faulty design or poor workmanship until the expiration of the warranty period.
ELSE NUCLEAR is not liable for damages arising from inaccurate or imprecise information provided by the Buyer.
The warranty expires prematurely if the Buyer or a third party make alterations or carries out repair works without ELSE NUCLEAR’s prior written consent or if the Buyer fails to immediately take all appropriate measures to minimize losses.
The buyer cannot claim any warranty right in case the agreed price has not been paid in full as per the agreed payment terms and conditions.
In any event, unless otherwise specified herein, ELSE NUCLEAR’s liability shall be limited at the most to the contract price of the Goods.
To the extent that the Goods include software provided by ELSE NUCLEAR a non-exclusive, non-transferable user license will be provided for the duration of the Good's lifespan. Any form of retro-engineering, modification or deletion is prohibited without ELSE NUCLEAR’s prior written consent. The granting of sub-licenses is not permitted.
If the Goods include any standard software available on the market, the terms of delivery and licensing of the third party supplier shall apply exclusively to this standard software.
11. Intellectual Property
All intellectual property rights on or in connection with the Goods remain exclusively vested in ELSE NUCLEAR.
Any information or documentation provided by ELSE NUCLEAR to the Buyer for purposes of contract performance may not be used for other purposes of the Buyer nor be disclosed to third parties. This provision continues to apply after the termination of the Contract.
To the extent that ELSE NUCLEAR has agreed to carry out the installation of the Goods, the following activities are deemed to be in charge to the Buyer:
a) preparation of the installation site;
b) preparation of the power supply and communication network;
c) installation of cables and junction boxes;
d) make available the appropriate means and people to support ELSE NUCLEAR technicians during the installation, especially to move and lift up the Goods.
14. Place of jurisdiction
Each contract, for what not specifically set by the present Conditions, will be ruled according to the Italian law. Any dispute that may arise between the Parties about interpretation, validity or execution of each contract, will be subject to the jurisdiction of the court of Milan.
15. Further Provisions
Unless otherwise agreed in writing, the place of performance for contractually stipulated deliveries and services is one of ELSE NUCLEAR’s operative headquarters.
Should any provision of these Conditions be wholly or partially invalid or impracticable for legal reasons, the validity of the remaining provisions remains unaffected. In this event, the invalid or impracticable provision shall be replaced by a provision with analogue economic and legal effects.
Valid from 01st June 2021