Terms and Conditions of Sale.
The present terms and conditions refer to (Seller) the company:
Euro Chip Distribution S.r.l.Via Quirino Majorana 20300152 RomeVAT/Tax code: 15215431006
Every supply request sent to Euro Chip Distribution S.r.l. will be processed exclusively in accordance with these Terms and conditions of sale.
1.a These terms and conditions govern all agreements for the sale of goods entered into by Euro Chip Distribution S.r.l. (hereinafter referred to as the “Seller”) and the customer (hereinafter referred to as the “Buyer”).
1.b The Seller does not accept any additions or amendments to these terms, nor any terms, conditions or clauses of the Buyer or third parties contained in any document other than the present one unless they have been expressly approved in writing by the Seller.
1.c These Terms and conditions comply with Directive 2005/29/EC of the European Parliament and of the Council of 11 May 2005; in the event of conflicting provisions, the EC Directive will prevail to the extent strictly necessary, it being understood that all other clauses shall remain valid and effective.
1.d The following terms and conditions may be waived, for individual contracts, at the explicit and unequivocal will of the Seller, as expressed in writing.
2.a The price indicated by the Seller may be based on indications from third parties. These are not binding for the Seller, however, nor can the Buyer raise objections in this regard with the Seller.
2.b The price indicated and communicated by the Seller to the Buyer remains valid for 24 hours, after which it is deemed to have lapsed, and is no longer binding for the Seller.
2.c The price indicated by the Seller is exclusive of: VAT, transport and insurance costs, customs fees and any other levies. These and all other shipping-related costs will be fully met by the Buyer.
2.d The Seller shall ensure that the photos and/or images of goods sent to the Buyer during the price negotiation phase are true depictions of the item up for sale.The Buyer is therefore required to carefully examine said images and/or photos and notify the Seller of any relative concerns within five days of delivery of the goods. If no such communication is received, the Buyer will not be able to object to any discrepancies between these and the delivered goods.
2.e Availability of goods, prices and delivery times expressed on the Seller’s website or on other websites of third parties are purely indicative, and therefore not binding for the Seller.
2.f Euro Chip Distribution s.r.l. reserves the right to renegotiate pricing if the exchange rates vary more than 0,2% from the rate applied at the time of quotation.
3.a The contract is deemed to be concluded when the Buyer is aware of and duly accepts the Seller’s precise economic offer and respective purchase order.
3.b These Terms and conditions apply to all orders sent by Buyers to the Seller.
3.c The transmission of an order from the Buyer to the Seller or the latter’s acceptance will be followed by the issue of a proforma invoice.
3.d Further to point 3.c, any proforma invoice issued by the Seller is binding for the Buyer.
The Buyer acknowledges that:
3.e If the purchase order does not indicate a specific courier/carrier, the Seller will be free to use the operator DHL for national and international shipments, charging the cost to the Buyer in the invoice.
3.f The Seller reserves the right not to accept orders of less than 100 (one hundred) Euros.
3.h If the Buyer cancels the order after the Seller has purchased the goods, the Buyer is still obliged to pay, to the Seller, the entire amount billed, in addition to expenses, taxes and any other charges.
4.SHIPPING AND DELIVERY
4.a The delivery date shown on the proforma invoice is indicative.
4.b The Seller shall not be held liable for any damage or penalties arising from delayed deliveries.
4.c The Seller may withdraw, withhold or delay any shipment if the Buyer fails to fulfill any contractual obligation towards the Seller, or if it fails to comply, in part or in whole, with the terms indicated in the proforma invoice.
4.d The Seller will not meet any extra transport-related costs other than those indicated in the “Shipping Cost” section of the proforma invoice. The Buyer is required to insure the purchased goods being transported.
4.e With the delivery of the product to the carrier/courier, the Seller is released from obligations relating to product availability and from any and all risks, as well as from any liability relating to delays, destruction, non-delivery of the product, and so on.
5.WARRANTY AND LIABILITY LIMITS
5.a For the sale of goods that the Seller has in its warehouse, this guarantees only that the goods in question are new and come directly or indirectly from the official manufacturer (therefore they conform in all respects to the manufacturer’s specifications).
5.b With reference to goods kept at its warehouse (sold “in stock”), the Seller grants to the Buyer the warranty as set forth in articles 7.a and 7.b.
5.c When the Seller acts as a broker – i.e. the contract relates to goods not owned by the Seller, which receives instructions to search for them on the market on behalf and in the interests of the Buyer – the Seller does not assume any liability, nor does it provide any guarantee, limiting its action to delivering the goods to the Buyer with the warranty provided by the third party supplier (for specific terms and conditions refer to the item “warranty” in the RFQ). Consequently, only the third party is liable to the Buyer and to any other third parties for any defects or malfunctions. The Seller, therefore, is in no way liable for damage, costs or expenses, including in the distribution phase.
5.d If the Seller acts as a broker (including when it declares that its supplier is an ISO9100 and/or ISO9120 and/or ISO6081 certified company), the Buyer is required to test and operate the purchased items within 20 days, in order to certify their originality and conformity, before using them or delivering them to third parties.Therefore, the Seller may never be held liable for direct or indirect damage towards the Buyer or third parties.
6.a Once the proforma invoice has been sent to the Buyer, the latter is obliged to:– pay for the goods in full, without introducing offsetting items or deductions relative to the amount indicated in the proforma invoice;– comply with the payment deadline indicated in the proforma invoice;– comply with the payment method indicated in the proforma invoice.
6.b If the Buyer does not fulfill the obligations indicated in point “6.a”, it will be obliged to pay to the Seller a penalty corresponding to 3% of the entire amount indicated in the proforma or final invoice.
6.c For transactions in a currency other than Euro, prices are linked to the exchange rate in force, as specified in the economic newspaper “Il Sole 24 ore” or to the official exchange rate applied by banking institutions.
7.ACCEPTANCE OF RETURNED GOODS
7.a In the case of both i) the sale of goods from the Seller’s warehouse, and ii) when the Seller acts as a broker, the Buyer has a period of five days from the delivery date to notify the Seller of any obvious discrepancies (e.g. incongruence of the ordered items, item different from photo in the quote, deformed pins, coatings or stains on components, etc.).
7.b In the case of the sale of goods owned by the Seller, the Seller shall accept the return of items that are not original or have hidden defects, which may be replaced with working items or, alternatively, the Seller will reimburse the Buyer up to the amount paid under the following cumulative conditions:
7.b.1 the Buyer shall report the defect in writing to the Seller within five days of its discovery, and in any case within 30 days of delivery of the product, providing technical and electronic proof that the item is non-original or has hidden defects;7.b.2 the technical proof provided by the Buyer is considered by the Seller to be truthful and exhaustive;7.b.3 the Buyer makes the goods available to the carrier/courier for re-delivery to the Seller, at the Seller’s expense;7.b.4 the Seller acknowledges the defect or non-originality.
7.c If the Seller acts as a broker – i.e. the items to which the contract refers are purchased on the market by the Seller on behalf of the Buyer – the Seller accepts the return of items that are not original or have hidden defects. The Seller may replace the item with a working item or, alternatively, reimburse the billed amount under the following cumulative conditions:
7.c.1 the Buyer reports the defect in writing to the Seller within the time limit indicated in the “warranty” of the RFQ as from the date of delivery of the items, providing technical and electronic proof that the item is non-original or has hidden defects;7.c.2 the technical proof provided by the Buyer is considered by the Seller’s supplier and by the Seller itself to be truthful and exhaustive;7.c.3 the Buyer makes the goods available to the carrier/courier for re-delivery to the Seller at the Seller’s expense;7.c.4 the Seller’s supplier acknowledges the defect or non-originality.
7.d If the goods are returned without prior authorization from the Seller, the Buyer is in any case required to pay a penalty corresponding to at least 30% of the value of the invoice to which the returned goods refer.
7.e If the Seller ascertains that the returned goods:– are different from those purchased,– have been tampered with, or– have been damaged in respect of their operation,
the Seller will report the fraudulent activity to the competent judicial authorities, withholding the entire billed amount, in addition to seeking additional damages.
7.f In accordance with the above clauses, should the Seller or the Seller’s supplier confirm the non-conformity or non-originality of the goods, the Seller will refund the amount billed within 30days. (The shipping cost and the charging cost will not refund).
8.a Under no circumstances shall the Seller be held liable towards the Buyer or any third party for indirect, incidental, special, consequential damage, or damage of any kind (including, without limitation, loss of profits, savings, data, injury or reputation, loss of business opportunities, business interruption costs, replenishment costs, removal/reinstallation costs) arising out of or relating to any product or service supplied or to be supplied.
8.b The Seller shall be released from any liability clause or condition proposed by the Buyer.
8.c The Seller may, at most, be liable for an amount corresponding to the proforma invoice issued.
9.APPLICABLE LAW AND SOLE JURISDICTION
9.a These terms and all aspects of the sale (including execution, validity, effectiveness, non-performance or interpretation) are governed exclusively by Italian law.
9.b For any dispute that may arise regarding these terms and all aspects of the sale (including execution, validity, effectiveness, non-performance or interpretation), the Court of Rome shall have sole jurisdiction.
In accordance with and for the purposes of current national legislation – Leg. Dec. 196/2003, as amended – and EU Regulation 2016/679 (“GDPR”), the Seller hereby vouches that the Buyer’s personal data obtained for processing will be stored and protected using appropriate and preventive security measures, in order to minimize the risks of data destruction, loss or disclosure, accidental or otherwise, unauthorized access or processing not allowed or at odds with the purposes of data collection, also bearing in mind the nature of the data and the specific characteristics of processing. The Seller also vouches that it has adopted the minimum security measures required by the above-mentioned legislation.