General Sales Terms & Conditions
1. APPLICATION
1.1. These General Conditions of Sale are to be considered applicable to all supplies of goods and/or services carried out by ICOS S.p.A. (right away
called ICOS).
1.2. Any particular conditions, derogations, modifications to these General Conditions of Sale are to be considered valid only if agreed in writing between ICOS and the purchaser (hereinafter referred to as the Customer).
1.3. Written and/or verbal commitments of agents and/or external collaborators of ICOS do not bind the latter except for what is expressly indicated in writing by ICOS.
2. ORDERS
2.1. Orders must be sent, exclusively in written form, to our Area Sales Office. In all cases, ICOS reserves the right to demand suitable references and/or guarantees as well as the possibility of refusing the transmitted order. The sending of the order by the Customer indicates the full acceptance of the General Conditions of Sale indicated below.
2.2. In order for the order to be processed, the Customer must indicate the products concerned very clearly using the relative codes and a brief description, as well as all the other indications required by the prepared ICOS order forms. It is for this reason that we strongly recommend that you use the order forms themselves.
3. ORDER FULFILLMENT
3.1. The order will be processed as soon as possible. The use of the appropriate forms will guarantee a rapid and effective evasion of the same.
3.2. The shipment of the material, covered by insurance, will take place by the usual ICOS courier who will charge the Customer a flat-rate reimbursement of expenses as per the price list.
3.3. The delivery terms communicated are always indicative, never mandatory. In all cases of force majeure, strikes, epidemics, wars, fires, floods, interruptions or delays in transport, objective impossibility of supplying materials on the market, legal measures which prevent, limit or delay the production and/or importation of products, ICOS is relieved of any and all obligations relating to the delivery, without this being able to
entail for the Customer any right to terminate the order and/or compensation for damages, even indirect, suffered by the Customer.
3.4. ICOS reserves the right to partially process the orders received as long as global delivery is not expressly requested.
4. COMPLAINTS
4.1. Upon receipt of the products, the Customer must immediately check the condition and conformity of the products.
4.2. All complaints relating to the conformity of the products to the order, also in relation to the quantity and/or external appearance, must be communicated in writing to both the carrier and ICOS, no later than 5 (five) days from receipt. It is understood that otherwise such complaints cannot in any way be taken into consideration, not even in relation to any shortages, making the results of the delivery note or transport document authentic between the parties. Any defects and/or hidden defects of the products must be reported in writing, under penalty of forfeiture, within and no later than 8 (eight) days from receipt of the goods.
4.3. The return of the products requires a written authorization, with indication of the Return Number, from ICOS it being understood as of now that in the absence of an agreement to that effect, the products will be returned to the sender. In any case, the return of products is to be understood at the risk and expense of the Customer.
5. WARRANTY
5.1. ICOS acts as an intermediary between the Manufacturer and its Customer; therefore, the guarantee relating to the proper functioning of the products delivered by ICOS is limited to that granted by the manufacturer and/or owner of the software, both in terms and methods.
5.2. ICOS does not guarantee that the products sold are suitable for the user’s needs. The warranty is limited to any material defects, in any case it is reduced to a possible replacement of the defective materials and does not cover damage caused to the equipment by incorrect or improper use as well as by accidental causes or natural wear.
5.3. However, the warranty does not cover labor costs or those relating to disassembly, assembly and transport operations and does not extend to replaced or repaired products or, in general, to spare parts. In any case, it is understood that the guarantee does not become effective if the Customer has not made the written complaint within the terms and in the form referred to in point 4.3 above. In the event that the products are compliant and/or non-defective, a charge equal to one hour of technical assistance will be due as reimbursement of expenses.
5.4. Materials, or parts thereof, subject to normal wear, such as rubber gaskets or the like, are excluded from the guarantee, as are consumables, cartridges, cleaning kits, etc.
5.5. In any case, the Customer forfeits the right to guarantee if, in the absence of prior express written authorization from ICOS, he modifies, disassembles or tampers with the products. Without prejudice to the foregoing, in order for the guarantee to become effective, all returns must be suitably packaged in their original packaging; be complete in all parts and accessories and not present any tampering or damage not deriving from a manufacturing defect.
5.6. The parties expressly agree that ICOS will in no way be held liable towards the Customer for direct and/or indirect damage to goods other than the products supplied or for material damage which will be the direct or indirect consequence of the damage suffered by the delivered products.
6. OWNERSHIP AND RIGHTS IN THE SOFTWARE
6.1. The ownership of the software marketed by ICOS and the rights remain with the manufacturer and/or owner of the software, who exclusively grant the user a license for use. All rights to the software are reserved and it is absolutely forbidden for the Customer to assign to third parties, grant licences, or in any other way dispose, for consideration or free of charge, of the rights to the software.
7. PAYMENT
7.1. Payments must be made, unless otherwise agreed between the parties, in the following ways:
a) Cash on delivery with charge of related rights equal to 2%
b) Advance payment by bank transfer.
The delivery of the goods will take place only after receipt of a copy of the bank accountant.
7.2. In the event that a deferred payment is granted, the non-payment of even a single installment makes the entire amount immediately payable as the Customer is considered automatically forfeited from the benefit of the term.
7.3. In the event of a change in the Customer’s financial conditions, ICOS reserves the unquestionable right to ask the Customer to issue bank guarantees, even after the conclusion of the contract, it being expressly understood that, failing that, ICOS has the right to suspend the delivery .
7.4. In the event that the Customer exceeds the commercial credit granted, ICOS reserves the unquestionable right to suspend the execution of all orders that exceed the value of the credit itself.
7.5. Under no circumstances, not even following a dispute, the Customer may withhold all or part of the amounts due or make any compensation. All disputes referred to in point 4.2 above are not suspension of the agreed payments if the faults and/or defects contested by the Customer have not been expressly acknowledged in writing by ICOS.
8. DEFAULTS
8.1. In the event of late payments, at the agreed deadline, default interest will automatically accrue on the due amounts equal to 5 points over the
official discount rate until the actual balance is paid. ICOS reserves the right to request payment on sight without prior notice. Furthermore, the terms agreed for the payment of the products delivered, or to be delivered, will be cancelled, making the credit immediately payable and the automatic blocking of the orders still in place. In the event of delayed or unpaid payment, ICOS will also reserve the right to cancel the terms of extension granted to the Customer with immediate effect and to apply the advance payment without financial discounts. The incomplete supply, if authorized by the Customer, will not lead to non-payment of what has already been delivered and invoiced. ICOS retains full and total ownership of the products sold until their total payment, expenses and taxes included, in accordance with art. 1523 of the Civil Code
9. PRICES
9.1. Following the price updating policies implemented by the Manufacturers, the prices of the products in the price list may be changed, even without notice. The changes made will come into force immediately even without the publication of the new price list. The release of a new price list replaces the previous version. All prices quoted are to be understood net of VAT.
10. PENALTIES
10.1. In all cases of termination of an order following the Customer’s default, a penalty equal to 20% (twenty percent) of the amount of the order not executed following the default will be due to ICOS, without prejudice to compensation for any more damage.
11. JURISDICTION
11.1. For any dispute, the jurisdiction lies with the Court of Ferrara.