Terms and Conditions
TERMS AND CONDITIONS OF SALE
1- ACCEPTANCE
All sales are subject to and conditioned upon the terms and conditions contained herein. Any order given by the buyer implies buyer’s acceptance to the terms and conditions contained herein. No variation of these terms and conditions will be binding upon seller unless agreed to in writing by the seller and signed by an authorized representative of the seller. Any conditions submitted, proposed, or stipulated by the buyer in whatever form, whether written or oral, are expressly waived and excluded.
All sales are subject to and conditioned upon the terms and conditions contained herein. Any order given by the buyer implies buyer’s acceptance to the terms and conditions contained herein. No variation of these terms and conditions will be binding upon seller unless agreed to in writing by the seller and signed by an authorized representative of the seller. Any conditions submitted, proposed, or stipulated by the buyer in whatever form, whether written or oral, are expressly waived and excluded.
2- CHANGES
Orders may be changed or amended only by written agreement signed by both the buyer and the seller, setting forth the particular changes to be made and the effect, if any, of such changes on the price and time of delivery.
3- QUOTATIONS AND PUBLISHED PRICES
Quotations are guaranteed for 30 days. When placing an order, the buyer should reference the quotation number.
The price of the goods is exclusive of costs of delivery insurance, any taxes, duties, fee or charge of any nature whatsoever imposed by any governmental authority, that shall be paid by the buyer in addition to the prices quoted or invoiced. In event seller is required to pay any such tax, fee or charge, buyer shall reimburse seller therefore; or, in lieu of such payment, buyer shall provide seller at the time the order is submitted an exemption certificate or other document acceptable to the authority imposing the tax, fee or charge.
4- ORDER CONFIRMATION
The Company undertakes to send the order confirmation to the Buyer within two working days from the order reception.
The order confirmation could also contain possible price changes and other additional expenses. Without the above mentioned document, the order cannot be deemed as confirmed.
5- PAYMENT
Unless otherwise agreed in writing, payment in full shall be made to the Company in the currency invoiced no later than 30 days from the date of invoice. The Company may charge interest at 1,5 per cent, per 30 days on any sum not paid on the due date. Such interest shall run from day to day and accrue after as well as before any judgment and shall from time to time be compounded monthly on the amount overdue until payment thereof.
The Buyer shall keep the Goods in good condition and separate and clearly identified as the property of the Company until payment.
6- PRICE CHANGING
The company reserves the right by notice given in writing at any time before delivery to vary the price of the goods. The company shall give the buyer notice of such a price changing and shall not deliver the good affected if the buyer shall cancel the undelivered balance of the order by notice to the company served within three days of receipt of the company’s notice.
7- DELIVERY
Unless otherwise agreed in writing, all goods shall be dispatched by prepaid post, but the time for delivery shall not be of the essence. Any times quoted for delivery shall be treated as estimated only. The company shall not be liable for any loss or damage whether arising directly or indirectly from delay in delivery.
The company shall be deemed to have delivered the goods when the good are dispatched from the company’s premises.
8- CLAIMS
The Company shall not be liable for any loss, damage or penalty as a result of any delay in or failure to manufacture, deliver or otherwise perform hereunder due to any cause beyond Company's reasonable control, including, without limitation, unsuccessful reactions, act of Buyer, embargo or other governmental act, regulation or request affecting the conduct of Company's business, fire, explosion, accident, theft, vandalism, riot, acts of war, strikes or other labour difficulties, lightning, flood, windstorm or other acts of God, delay in transportation, or inability to obtain necessary labour, fuel, materials, supplies or power at current prices. Immediately upon Buyer's receipt of any goods shipped hereunder, Buyer shall inspect the same and shall notify the Company in writing of any claims for shortages, defects or damages and shall hold the goods for Company’s written instructions concerning disposition. If Buyer shall fail to so notify the Company within three days after the goods have been received by Buyer, such goods shall conclusively be deemed to conform to the terms and conditions hereof and to have been irrevocably accepted by the Buyer.
In this case, the Company liability shall be limited to replacing the defective Goods or (at the Company’s option) issuing a credit note to the Buyer for a corresponding proportion of the price. No claim will be met by the Company if, in the opinion of the Company:
[i] the defect is not due solely to defective materials or manufacture; or
[ii] the Goods have been misused or subjected to neglect or carelessness or involved in any accident or adulteration or dealt with contrary to any directions issued by the Company.
9- WARRANTIES
The Company warrants that the Goods shall conform to the description of such Goods as provided to Buyer by the Company through Company’s catalogue or analytical data.
10- BUYER’S USE OF PRODUCTS
Company’s products are intended primarily for laboratory research purposes and, unless otherwise stated on product labels, in Company’s catalogue or in other literature furnished to Buyer, are not to be used for any other purposes, including but not limited to, in vitro diagnostic purposes, in foods, drugs, medical devices or cosmetics for humans or animals or for commercial purposes. Buyer acknowledges that the products have not been tasted by Company for safety and efficacy in food, drug, medical device, cosmetic, commercial or any other use, unless otherwise stated in company’s literature furnished to Buyer. Buyer expressly represents and warrants to Company that Buyer will properly taste, use, manufacture and market any products purchased from Company and/ or materials produced with products purchased from Company in accordance with the practices of a reasonable person who is an expert in the field and in strict compliance with all applicable laws and regulations, now and hereinafter enacted. Buyer further warrants to Company that any materials produced with products from company shall not be adulterated or misbranded.
11- BUYER’S REPRESENTATIONS AND INDEMNITY
Buyer represents and warrants that it shall use all Goods ordered herein in accordance with Company’s indications, and that any such use of the Goods will not violate any law or regulation. Buyer agrees to indemnify and hold harmless Company, its employees, agents, successors, officers, and assigns, from and against any suits, losses, claims, demands, liabilities, costs and expenses (including attorney and accounting fees) that Company may sustain or incur as a result of any claim against Company based upon negligence, breach of warranty, strict liability in tort, contract or any other theory of law brought by Buyer, its officers, agents, employees, successors or assigns, by Buyer’s customers, by end users, by auxiliary personnel (such as freight handlers, etc.), or by other third parties, arising out of, directly or indirectly, the use of Company’s Goods, or by reason of Buyer’s failure, to perform its obligations contained herein. Buyer shall notify Company in writing within 3 days of Buyer’s receipt of knowledge of any accident, or incident involving Company’s Goods which results in personal injury or damage to property, and Buyer shall fully cooperate with Company in the investigation and determination of the cause of such accident and shall make available to Company all statements, reports and tests made by Buyer or made available to Buyer by others. The furnishing of such information to Company and any investigation by Company of such information or incident report shall not in any way constitute any assumption of any liability for such accident or incident by Company.
12- ASSISTANCE
At Buyer’s request, Company may, at Company’s discretion, furnish assistance and information with respect to Company’s Goods.
13- SEVERANCE
If any condition shall become or shall be declared by any court of competent jurisdiction to be invalid or unenforceable in any way, such invalidity or unenforceability shall in no way impair or affect any other condition all of which shall remain in full force and effect.
14- GOVERNING LAW
The Italian state will settle controversies or disputes, including the interpretation of the present agreement, according to the Italian and the International Chamber of Commerce’s rules.
