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1. General
Unless expressly agreed in writing, the following Terms of Sale and Delivery apply to the
business transactions between Pharmagel Technology SrL (Italy), 20078 San Colombano
al Lambro, as Supplier, and the Customer.
Differing or supplementary agreements to the Terms of Sale and Delivery are only valid if
expressly accepted in writing by the Supplier.
Quotations are valid for one month but may be subject to changes if raw material prices
change. After the expiry date, the Supplier reserves the right to accept or reject an
order.
2. Purchase orders, order confirmation
Purchase orders will be confirmed in writing by the Supplier. The scope of the goods and
services is defined exclusively by the wording of the written order confirmation.
Changes to the order and verbal agreements are only valid if the Supplier confirms the same
in writing to the Customer.
The Supplier is entitled to undertake modifications that lead to improvements at any time,
provided that these do not affect the warranted performance characteristics or result in a
price increase.
3. Standards regulations
In the absence of a written agreement to the contrary, the delivery conforms to the
Supplier's standards and regulations when issuing the quotation.
Devices are designed and built subject to compliance with Health and Safety regulations and
the relevant UE directives.
CE marking and declaration of conformity take place under the applicable guidelines.
4. Prices
Prices are NET, EXW excluding VAT without any deductions, including standard packaging for
air, road, or rail transportation.
All ancillary costs, for example, sea freight packaging, storage, freight charges, insurance,
taxes, customs duties, export fees, import, other approvals deeds and test certificates, and
similar, are at the Customer's expense per the applicable Incoterm.
A minimum invoice amount of € 100,00 (small quantity surcharge) or the equivalent value in a
foreign currency will be charged to the Customer.
The Supplier reserves the right to make a reasonable price adjustment if the delivery period
as per 7 a) or b) is extended or if the Supplier must make modifications if the documents
supplied by the Customer did not correspond to the realities or they were incomplete.
5. Terms of payment
Payments must be made by the Customer in conformity with the agreed payment terms at the
Supplier's domicile without deduction of discount, expenses, taxes, duties, fees, customs
duties, and similar.
Terms of payment and obligations to make the payment must be adhered to, even in case of
delay of acceptance, transport, delivery, assembly, or commissioning of the deliverable and
services. The same applies if these are impossible for reasons outside the Supplier's
responsibility.
In the event of default in payment, the Supplier reserves the right immediately to cease all
scheduled deliveries and services and is entitled to charge an interest rate of a minimum of
5% from the agreed due date onwards.
The Supplier will issue an invoice for partial and advance shipments requested by the
Customer. The Customer will pay according to 5.1 (unless otherwise agreed by the
Supplier).
6. Risk and property
Risk of damage to or loss of the Goods shall pass to the Customer at the time of
delivery. Therefore, the Customer should insure the Goods accordingly.
The property in the Goods shall pass to the Customer upon the payment in full of the
price. Until the property in the Goods passes to the Customer, the Customer shall hold
the Goods as the Supplier's fiduciary agent and keep the Goods separate and properly
stored, protected, insured, and identified as the Supplier's property, and shall not be
entitled to dispose of the Goods.
Till the property in the Goods passes to Customer, Supplier may, at any time, require
Customer to deliver up the Goods to the Supplier and, if Customer fails to do so
immediately, enter upon any premises of the Customer or any third party where the Goods
are stored and repossess the Goods.
7. Delivery time
The delivery period commences with acceptance and confirmation of the purchase order
by the Supplier and after clarification in full of the technical and commercial
matters (e.g., approval of drawings), as well as after compliance with all
formalities required by the authorities, such as import, export, transit, and
payment approvals.
The delivery period ends when the goods
are ready for delivery as agreed.
The Supplier will reasonably
extend the delivery period if:
1. The details required for the
performance of orders are not received timely by the Supplier or if the Customer
subsequently changes these;
2. The periods for payment are not
in compliance if the Customer opens the letters of credit too late or if import
licenses are not available to the Supplier in time;
3. When
obstacles arise that the Supplier cannot avoid despite exercising the requisite
degree of care, whether these arise at the Supplier, the Customer, or a third
party. Such obstacles are events of force majeure, for example, epidemic,
mobilization, war, unrest, considerable interruption of operations, accidents,
labor disputes, delayed or inadequate supply of the necessary raw materials,
semi-finished products, rejection of important workpiece, official measures or
injunctions, natural disasters.
The agreed delivery date is
equivalent to the last day of a delivery period. Articles 7.1 to 7.3 apply
accordingly. However, suppose that the Supplier cannot deliver the goods and
services within the agreed delivery period because of such events for which the
Supplier is not responsible. In that case, no rights accrue to the Customer as a
result.
8. Documents data
Indications, at least of weights, dimensions, performances, and prices in catalogs and
brochures, are general guides without binding effects.
The Supplier reserves all right on documents and plans and all data and test results.
However, they may not be copied, brought to the knowledge of third parties, or used to
manufacture a machine, plant, or parts thereof.
9. Cancellation
If the Customer withdraws an order, the Supplier is entitled to be paid for all
services already rendered, plus a cancellation fee of at least 10% of the order
value.
10. Packaging, transport
Included in the scope of delivery is packaging for transport by air, road, or rail.
Additional packaging and dispatch requirements must be agreed upon in writing and
are at the Customer's expense. Packaging is not returnable.
For "EXW" deliveries, transport and insurance are at the Customer's expense
(according to Incoterms 2000).
The Customer must report complaints about damage and losses in connection with
transport immediately after receipt of delivery, and these must be certified by the
freight forwarder.
11. Inspection and acceptances
The Supplier will inspect each system to the usual extent before each dispatch.
However, if the Customer wishes to be present during the inspection of his goods,
the Supplier and Customer must agree on it in writing at the time of placing the
order.
The Customer must inspect the goods and service within a reasonable period and
notify the Supplier of any defects without delay in writing. If he fails to do so,
the goods and services are accepted.
12. Assembly and commissioning
The purchase order price doesn't include assembly and commissioning at the Customer
site.
The Customer must perform the assembly with competent specialist personnel. Any
damage that occurs during this activity is at the Customers expense.
Personnel authorized by the Supplier must perform commissioning, including
inspection of the assembly work.
13. Warranty, liability for defects
If the guaranteed features are not or only partially fulfilled, the Customer has a
right to ask for improvement within a reasonable time. The Supplier must eliminate
the defects notified as quickly as possible. The Customer must allow the Supplier to
do so.
The warranty period is 12 months, subject to due and proper use. It commences with
the departure "ex-works" of the goods or with any agreed and verifiable acceptance
of the goods. However, suppose dispatch, assembly, or acceptances are delayed for
reasons the Supplier is not responsible for. In that case, the warranty period ends
at the latest 18 months after readiness for delivery or acceptance.
The Supplier undertakes, at his discretion, following a written demand from the
Customer, to improve or replace as quickly as possible all parts of the goods which
are damaged or unusable verifiable as a consequence of inappropriate quality
material, faulty construction or defective performance until the expiry of the
warranty period.