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1) - All
goods are f.o.b. shipping point. All goods are moved under the sole
Buyer responsibility, as if not differently adviced or required,
shipments are not insured. Spare is not responsible even when transportation
are prepaid by Spare (both with or without insurance). Freight charges
will be prepaid and added to the invoice. Spare is also not responsible
for any vandalistic or terrorist action, fires, flood, robberies and any
third parties or natural caused events. In no any circumstance Spare
could be called to refund any economical (direct or not direct) loss or
reduction due to any of above reasons. Title, right to possession, and
risk of loss pass at point of shipment even if carrier is selected by us
or if prices are quoted other than shipping point. In any case, if packing
will be received as damaged the Buyer is required to advice carrier
immediately (as also to advice Spare), with a detailed record of
package receival aspect and conditions. Buyer is the sole responsible
for package receival inspections or required products functional test.
2) -
Responsibility for safe delivery of products is assumed by carriers upon
acceptance of shipments. Claims for loss or damage must therefore be filed
with the carrier as follows: written requests for inspection by the carrier¹s
agent should be made typically within 15 days of the delivery date as soon
as concealed loss or damage is discovered. Concealed loss or damage means
loss or damage which is not apparent until merchandise is unpacked; contents
may be damaged in transit due to rough handling even though packaging may
not show external damage. Visible loss or damage should be noted on the
freight bill or express receipt, and such document should be signed by
the carrier¹s agent at the time of delivery. A purchaser¹s failure
to adequately describe external evidence of loss or damage may result in
the carrier's refusal to honour a damage claim. Carriers will supply a
form for filling such a claim.
3) -
Any complaints must be addressed to Spare in writing within 10 days
within receipt of goods. After 10 days from goods receive, Spare
do not longer accept any complaints. Pending complaints do not justify
delay of payment.
4) -
Authorization must be obtained from our Customer Service Department before
returning items for any reason. When requesting return authorization, please
advise reason for return, date of purchase, your P.O. number and our invoice
number if available. This will expedite proper adjustment of your account
and prompt item handling. After 20 days from shipment, no items are accepted
back by Spare for restocking. Goods are accepted only with shipment
charges paid by the Buyer. All non-standard, special order or custom
built products are non-returnable. All returned standard items are subject
to Spare's minimum 15% restocking fee, not excluding any further
Spare actions for any further financial loss or economical damage.
If a unit is returned missing accessories and/or original packaging, a
minimum 30% restocking fee will be applied. If any item is returned and
discovered as damaged, its total value (or at least its repair charges)
will be applied to Buyer.
5) -
Spare warrants all products against material defects and workmanship
for a period of at least twelve (12) months after the date of shipment.
Longer warranty periods are always quoted on specific item literature or
quote (if not differently adviced, 12 months is anyway the minimum term).
Problems or defects that arise from misuse or abuse of the instrument are
not covered by any warranty. If any product is to be returned, please refer
to above item 4). Any package not previously agreed will not be accepted
and will be returned to the shipper. Spare will not be responsible
for damage as a result of poor return packaging. Out of warranty repairs
and recalibration will be subject to specific charges. Before to proceed
with any out of warranty repair, a repair charges forecast will by submitted
to Customer for prior approval. Under no circumstances will Spare
be liable for any device or circumstance beyond the value of the product.
6) -
Supplied items remain of Spare's properties until Spare's
invoices have been paid in full. Not paid goods are still owned by Spare
even if they were already shipped to Customer, or already Customer's
"in-house".
7) -
Spare reserves the right to make changes without further notice
to any products herein proposed. Parameters defined as “typical” which
may be provided in any Spare data sheet or quote and/or specifications
can and do vary in different applications and actual performance may vary
over time. All operating parameters, including “typicals” must be consequently
validated for each Customer application by Customer’s technical
experts.
8) -
Outstanding invoices will be subjected to a finance charge bigger of not
less than 6% in respect to official discount rate (considered 10 days later
than the outstanding date), as conventional compensation but not limited
to any further Spare right actions, even including devaluation or
any further financial loss. Applied revaluation reference index will be
from Camera di Commercio di Milano.
9) -
In no circumstance Spare could be considered as responsible for
any damage to persons or things, due to any product misuse or for product
use with purposes different from the one for which it was intended. Similarly,
Spare will not be responsible for any damage or loss to persons
or things if originated by any product modified by Customer or when
the product has been repaired not by Spare (or by Spare allowed)
service teams, or if repaired without using genuine parts.
10) -
In any circumstance, Spare warranties and responsibilities are limited
to product manufacturing and used construction materials only. Any damage
sourced during or as a consequence of supplied product installation, or
any further damage or loss to persons and/or things is completely excluded
from Spare responsibilities. Removal or replacement of product from
or to any place of installation is also strongly excluded from Spare
responsibilities.
11) -
Products marketed or manufactured by Spare are not designed, intended,
or authorized for use as components in systems inside any production plant
or for any other application in which the failure of the Spare product
could create a situation where a whole plant stopping can occur (with consequent
loss of production), or where personal injury or death may occur, or in
any case any major damage to Customer persons or things could be
originated. Should Buyer purchase or use Spare products for
any such unintended or unauthorized application, Buyer shall indemnify
and hold Spare and its officers, employees, subsidiaries, affiliates,
and distributors harmless against all claims, costs, damages, and expenses,
and reasonable attorney fees arising out of, directly or indirectly, any
claim of loss of production, personal injury or death associated with such
unintended or unauthorized use, even if such claim alleges that Spare
(or its represented manufacturer) was negligent regarding the design or
manufacture of the part. In any case, if Buyer is planning to use
Spare products for such purposes, Buyer is strongly required
to advice Spare of its final product purpose, as this will make
possible for Spare to immediately withdraw from negotiation, also
refusing to supply any item.
12) -
If not differently adviced in written, standard goods packing will be charged
on our invoices. Special packaging (eg. wooden box, marine packing, etc.),
are available but must be previously agreed in written with Spare.
13) -
Forecast delivery time are not binding for Spare, as they must be
considered as typical or indicative terms. In any case, occurred external
non-predictable causes, or unexpected major power events cannot be addressed
within Spare responsibilities.
14) -
Payments market place is Varzi (Pavia), Italia. Prices are subject to change
without notice, as the valid price list will be applied at the time of
invoicing. Our prices are in euro, not inclusive of VAT taxation (IVA in
Italy), and for some products are calculated on its country of origin currency.
Applied exchange ratio is always shown or declared by Spare. Spare
reserve its right to review prices during invoicing (including franchise),
if the currency ratio will be different (typically when more than ±
2% fluctuations) from the one used in our quote.
15) -
Legal Spare's domicile is Milan, in Italy. Consequently, in any
case, Italian laws are solely applicable. (Milan court of justice).
16) -
In case of Buyer non-performance or non-fulfilment of contract Spare
s.a.s. will immediately interrupt any further supply, considering cancelled
the running order, as also any other order being processed or in execution.
Spare will also confiscate any amount already collected as a partial
compensation, but maintaining its rights to ask for the whole amount value
for Buyer non-fulfilment of contract, as also for any further direct
or not direct damage or financial loss caused.
17) -
In case of bankruptcy, merging or purchasing of Buyer company by
a third party, the incoming company will assume the original Buyer
commitments, even if Buyer still remain ever responsible and must
withstand to all contractual terms, even after the assignment by the incoming
third party.
18) -
By acceptance of original Spare quote performed by means of any
Buyer order, Buyer intrinsically accept all contents of original
quotation as also present Terms and Conditions. In fact, any different
term or condition from above mentioned contractual documents must be agreed
in written between Spare and Buyer.
19) -
Products marketed or manufactured by Spare are not designed, intended,
or authorized for use as components in systems intended for surgical implant
into the body, or other applications intended to support or sustain life,
or for any other application in which the failure of the Spare product
could create a situation where personal injury or death may occur. Should
Buyer purchase or use Spare products for any such unintended
or unauthorized application, Buyer shall indemnify and hold Spare
and its officers, employees, subsidiaries, affiliates, and distributors
harmless against all claims, costs, damages, and expenses, and reasonable
attorney fees arising out of, directly or indirectly, any claim of personal
injury or death associated with such unintended or unauthorized use, even
if such claim alleges that Spare (or its represented manufacturer)
was negligent regarding the design or manufacture of the part. In any case,
if Buyer is planning to use Spare products for such purposes,
Buyer is strongly required to advice Spare of its final product
purpose, as this will make possible for Spare to immediately withdraw
from negotiation, also refusing to supply any item.
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