General Conditions of Sale

The following General Conditions of Sale apply to all orders accepted by D.E.M. Ltd., with registered address in Zona Industriale Villanova 20, 32013 Longarone, BL, Italy (hereinafter referred to as ‘Seller’) from any natural or legal person having its registered office or domicile in Italy or abroad (hereinafter referred to as ‘Buyer’) and govern all sales of the goods set forth in Seller’s catalog or website (www.dem-it.com), as well as any other goods supplied by Seller to Buyer (hereinafter referred to as ‘Products’). Conditions differing from those contained herein shall be effective only by virtue of written acceptance.

1. Products

1.1 The Products subject to these General Conditions of Sale are those indicated in the Seller’s catalog or on the Seller’s website (www.dem-it.com), with the technical specifications and drawings contained therein. In the event that the Products are developed and manufactured based on specifications defined by the Buyer, the relevant technical specifications shall be the subject of a separate contract between the Seller and the Buyer.
1.2 The Buyer declares that, prior to purchase, has carefully examined all technical documentation and user manuals of the Products and has verified the technical compatibility of their machinery and equipment with the Products.

2. Price and Payment Conditions

2. Price and Payment Conditions
2.1 Prices contained in the Seller’s price list (valid on the date of order) shall be binding if accepted through Seller’s order confirmation unless otherwise stated in such order confirmation. The Buyer shall immediately notify the Seller of all errors or omissions of any kind, in the terms of payment and with respect to prices, contained in the order confirmation.
2.2 Prices do not include VAT, customs duties or other taxes, costs or charges related to loading, unloading, transportation, insurance, or other charges that will be charged to the Buyer at the time of payment, unless otherwise specifically agreed upon.
2.3 The Seller reserves the right to adjust the price as a result of inflationary phenomena, changes in individual prices of materials/services or procurement difficulties – not dependent on the Seller – of raw materials/materials/services that have resulted in upward or downward changes in the overall contract price of not less than 5% and such as to significantly alter the contractual economic balance the agreed prices with at least thirty days’ notice, with respect to the outstanding supplies, whether continuous and/or apportioned.
2.4 The Seller reserves the right to determine payment terms if it appears appropriate in relation to the economic conditions of the Buyer or the status of its previous payments, said change will be communicated to the Buyer promptly via electronic mail. Payment for the Products shall become due upon expiration of the term stated in the invoice. For payments from abroad, the costs of transferring funds from the foreign bank to the Italian bank will be borne entirely by the Buyer.
2.5 In the event that the Buyer fails to pay on the due date, D.E.M. Ltd. will be entitled to charge statutory default interest (Legislative Decree No. 23 of June 8, reformed by Legislative Decree No. 192 of November 9, 2012).
2.6 In case of failure to meet the payment terms of previous deliveries, the Seller reserves the right to suspend the supply of Products even in the case of orders already confirmed and not yet shipped.

3. Orders

3.1 Unless otherwise agreed in writing, any order placed by the Buyer shall be construed as an offer to purchase the Products under these terms and conditions.
3.2 No order shall be considered binding on Seller, including those based on quotations/offerings, in the absence of acceptance through written order confirmation from Seller. The order confirmation shall describe the Products sold, with reference to the Product code used by the Seller (on request also with the one used by the Buyer) and shall indicate the quantity of each Product, the unit price, the terms of delivery and payment, as well as the conditions of transportation. For orders subsequent to the first, in the event that the Seller fails to send the order confirmation, the delivery date requested by the Buyer shall prevail.
3.3 The Seller has the right, at its sole discretion, not to accept orders of less than € 300.00 (three hundred euros) or apply a surcharge on the price to cover handling, logistics and internal transport costs.
3.4 All orders must be placed in writing on Buyer’s letterhead. It is the right of the Seller to accept telephone and verbal orders.
3.5 In the event that the Seller, for any reason, agrees to cancel an entire order or part of an order, the Buyer shall pay in full the costs incurred by the Seller up to the time of cancellation or, if production of the Products has already been completed, the full price of the Products.
3.6 The Seller has the right not to agree to postpone or cancel the order when there is less than 30 and 60 days’ notice, respectively, from the confirmed delivery date as in 3.2

4. Delivery Terms and Passing of Risk

4.1 The delivery dates specified in the order confirmation are not essential; in any case, the Seller will make every effort to observe the delivery dates or periods specified in the order confirmation.
4.2 In the event of delayed delivery due to circumstances beyond the reasonable control of the Seller, such as (but not limited to): a) unforeseeable circumstances, force majeure, strikes, riots, accidents, conflicts, including any delay by its suppliers, or otherwise, the Seller shall have the right, at its option, to extend the delivery period for a period equivalent to the duration of the above cause of delay, or to cancel the sale, and in either case, the Seller shall not be held liable for the delay or non-delivery.
4.3 Unless otherwise stated in the order confirmation, the Products will be sold by D.E.M. with surrender ex works (INCOTERMS 2010) and delivery of the Products will take place at the Seller’s production facility in Zona Industriale Villanova 20 – 32013 Longarone, BL – Italy.
4.4 For domestic deliveries, the transfer of risk occurs with the delivery of the Products to the first carrier. The Products always travel at the exclusive risk of the Buyer, even when the Carrier is chosen and instructed by the Seller, the latter being free of all liability with the delivery of the Products to the Carrier, since the delivery is to be considered for all purposes as having been made in the hands of the Buyer.
4.5 For international deliveries, unless otherwise agreed in writing, risks in relation to the Products shall transfer to the Buyer at the time of delivery in accordance with the INCOTERMS applied.
4.6 The Buyer shall immediately take delivery of the Products entrusted by the Seller to the Carrier, i.e., pick them up punctually at the Seller’s plant on the date on which D.E.M. Ltd. shall have notified the Buyer that the Products are ready for delivery. If the Buyer delays collection of the Products for a period of more than 10 (ten) days, the Products shall be deemed to have been delivered to the Buyer who shall from that time also be liable to pay all related costs including, but not limited to, storage and insurance costs.

5. Warranty

5.1.1 The Seller warrants the Products subject to proper use for 24 (twenty-four) months from the date of manufacture printed on the adhesive label bearing the identification data of the Product for defects in design, manufacture, non-conformity with the technical specifications issued by the Seller or agreed with the Buyer.
5.1.2 The warranty shall be void if the identification label is missing or if the causes of the failure are attributable to (i) normal wear and tear; (ii) accidents, misuse, neglect, use not in accordance with Appropriate Use or use outside the scope of supply; (iii) repairs or modifications to the Products made without the consent of D.E.M. Ltd.; (iv) designs and technical specifications provided by Buyer; (v) instructions given by Buyer; (vi) software programs and firmware developed by Buyer and used on the Product and more generally any defect attributable to fault or otherwise to activities on the Product performed by Buyer without Seller’s written consent.
5.1.3 In the event that the Buyer fails to offer the Seller an opportunity to examine the Products in the manner set forth below, the Seller shall not be held liable for a breach of the warranty conditions set forth in Article 5.1.1.
5.1.4 Seller shall not be liable for the cost of disassembly, transportation, re-assembly, re-installation, or testing of defective Products falling under this warranty.
5.2 Procedure for returning Products to DEM
5.2.1 Warranty services and repairs are performed exclusively by the Seller.
5.2.2 Before proceeding with the return of defective Products, the Buyer must inform the Sales Department by e-mail (customerservice@dem-it.com) or to the salesperson of D.E.M. Ltd., including the following data in the communication: a) product code and serial no. shown on the label, b) production date (if present in the label), c) quantity for each code, d) description of the anomaly found.
5.2.3 Shipping costs are always borne by the Buyer. D.E.M. Ltd. will send the material back to the Buyer at its own expense if the related work was done under warranty. Otherwise, the cost of return will be borne by the Buyer. D.E.M. Ltd. reserves six months from the date of receipt to make any appropriate verification and/or intervention and ship the material back.
5.2.4 Goods always travel at the Buyer’s risk. It is up to the latter to inspect the completeness and integrity of the material upon delivery. In case of damage attributable to transportation, it is necessary to inform the carrier within the contractual terms in order to obtain compensation from the carrier’s Insurance Company.
5.2.5 For all returns checked, D.E.M. Ltd. undertakes to report the anomaly found, the work performed, or the reasons for any failure to repair.

5.3 Warranty Service
5.3.1 Products under warranty, if repairable based on initial inspections by D.E.M. personnel, will be repaired, remanufacturing them to new. If repair is not possible or not cost-effective, the Seller commit to replace the instrument with a new one of the same type.
5.3.2 If no defects or abnormalities are found, repairs will be considered non-warranty and labor costs for testing will be charged.
5.4 Out-of-Warranty Service
5.4.1 In the event that instruments are no longer under warranty, the Seller will provide an estimate regarding repair costs which the Buyer must return signed for acceptance within 30 days. In the absence of the estimate signed by the Buyer, the Seller will not proceed to repair the instruments out of warranty.
5.4.2 If the instrument is not repairable, the repair is not cost-effective, or the estimate is not returned signed by the Buyer within 30 days, the Seller will still return the material to the Buyer, the cost of transportation or any additional expenses associated with and/or related to the return of the goods to the Buyer shall be borne by the Buyer.

6. Claims

6.1 The Seller will promptly examine the Products with due diligence and care when they arrive in its warehouses and will inform, without delay, of any omission, defect or non-conformity of the Products. The claim must be communicated in writing no later than 8 (eight) days after receipt of the Products and must state the Product code and number and must contain a complete description of the defects or omissions found. Once 5 (five) days have elapsed since the receipt of the Products by the Buyer, as evidenced by the transport documents, without the Buyer having notified the lack or non-conformity of the Products, the Products shall be considered finally accepted by the Buyer.
6.2 Following the claim, the Seller will either replace the defective Products or refund the Buyer the amount paid. The Seller reserves the right to test the Products returned by the Buyer and to charge the Buyer for all costs incurred if, as a result of such testing, it appears that the Products are not defective.

7. Responsibility

7.1 Some of the Seller’s Products may be used in machinery and/or for activities different from those specified by the Seller; the Buyer shall be responsible for technical judgments as to the use of the Products in such different machinery or for such different activities.
7.2 The Seller shall be held liable for damages caused to the Buyer as an immediate and direct consequence of its own wilful or grossly negligent failure to perform its obligations under the contract. In no event shall the Seller be liable for indirect damages, suffered by the Buyer or third parties, such as, but not limited to, damage to image, loss of profit, loss of production, loss of contracts, penalties or refunds of any kind, etc.

8. Miscellaneous

8.1 The invalidity, illegality, nullity, voidability or ineffectiveness of any provision of these Conditions or any part thereof shall not affect the validity, legitimacy or effectiveness of the remaining provisions which shall continue to be valid and effective and, if necessary, shall be interpreted in the sense in which they may have some effect.
8.2 These Conditions are published in the Italian and English languages. In case of conflict in the interpretation of the two versions, the Italian language shall prevail.

9. Jurisdiction and Applicable Law

9.1 All contractual or non-contractual disputes concerning the interpretation, validity, effectiveness, execution or termination of these General Conditions of Sale and the sales governed by them shall be decided exclusively by the Court of Belluno (Italy). Without prejudice to the abovementioned provisions, the Seller shall, in addition, have the right to refer such to the competent court of the place where the seat of the Buyer is located.
9.2 These general conditions shall be construed and governed in accordance with Italian law.