GENERAL CONDITIONS OF SALE
Melchioni Spa (Electronics Division)
The sale of products and services ("Products") by Melchioni Spa ("Melchioni") to a customer ("Customer") is subject to the terms and conditions defined in this document ("Agreement") which prevails over any other documentation or communication of the Customer ("Order").
This document may only be modified in writing and must be signed only by the authorized representatives of both Melchioni and the Customer.
1.
INSTRUCTIONS.
All Orders are subject to acceptance by Melchioni.
The placing of the order by the Customer implies full acceptance of these general conditions of sale.
2.
PRICES.
Sales prices are exclusive of VAT.
If the price of the product is linked to a currency other than the Euro, the exchange rate that is compared with that shown on your order or on our Order Confirmation, is given by the indicative exchange rate of the Bank of Italy, detected by Sole 24 Ore on the day of issue of the accompanying note.
If an oscillation interval (tolerance) is established within which the exchange rate difference is not applicable, this interval is not to be understood as a deductible but as a band of NON- applicability, beyond which, the exchange difference is applied to the entire invoiced amount. The prices indicated in the Order Confirmations may be subject to change in the event of sudden and exceptional price increases made by the manufacturer due to changed market conditions. It is understood that such changes will be promptly communicated and applied only after acceptance by the Customer.
Prices also refer to sales on our online channel.
a.
PAYMENT METHOD.
Payment is due as indicated on Melchioni's invoice without compensation or any deduction for withholding taxes or any other reason, including bank charges charged by any correspondent bank. On any overdue invoice, Melchioni may charge interest from the due date of payment to the payment date equal to the maximum amount permitted by applicable law, plus reasonable attorneys' fees and collection costs, with a minimum European Union sales fee equal to the amount required by applicable law.
In the event of the Customer's delay on any payment, Melchioni may reschedule or cancel any pending delivery or order and immediately state all outstanding invoices due and payable. Unless otherwise provided by applicable law, the Customer's credits provided by Melchioni will expire if not used within twelve (12) months.
b.
DELIVERY.
All Melchioni Electronics Division deliveries are EXW (Incoterms revision 2020) except for any countersigned agreements between the parties that identify the new conditions. The delivery dates communicated by Melchioni are indicative and are subject to the shipping conditions implemented by the suppliers Melchioni is not responsible for delays and any costs arising from them. Furthermore, Melchioni is not responsible for the costs due to non-delivery or partial delivery of the products within the prescribed time.
c.
ORDER CHANGES.
All requests for changes must be received in writing at least 1 month before the confirmed delivery date.
All changes relating to orders (cancellations, reschedules and quantity changes (increase or decrease)) must be authorized in advance by Melchioni and cannot be decided by the Customer.
However, it is understood that all orders are to be considered NON-CANCELLABLE AND NON- RESCHEDULEABLE.
3.
TITLE.
For all intra-EU and non-EU sales, ownership will pass to the Customer at the same time as the delivery of the Products to the carrier.
4.
WARRANTY.
As Distributor, the Customer acknowledges that Melchioni is not the manufacturer of the Products but only the distribution channel from which no guarantee can be requested other than the legal ones provided for by the sector regulations or those of the producers themselves.
Example: The warranty of the products requested as delivered in the catalog is twelve (12) months and starts from delivery.
Melchioni will transmit to the Customer all the guarantees for the manufacturer.
Melchioni guarantees that at the time of delivery, the Products comply with the technical specifications indicated by the manufacturer in its technical data sheet.
MELCHIONI MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, OTHER THAN THE WARRANTY AS DESCRIBED IN THIS SECTION.
5.
RETURN OF THE PRODUCT.
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(a) The Customer can return the Products only with prior authorization (RMA) issued by Melchioni. The RMA must be indicated in the shipping documents.
- (b) For the following problems Melchioni issues RMA on condition that:
-
(i) Visual Defect: Melchioni receives written notice of any damage to the outer packaging, damage to the Products, lack of Products or other defects ("Visual Defect") within three (3) working days of receipt of the shipment; otherwise, the Customer is deemed to have accepted the Products;
(ii) Functional Defect: Within the Warranty period and subject to technical verification and acceptance by the original manufacturer.
The Customer must return the Products to Melchioni in accordance with the instructions contained in the RMA provided by Melchioni.
9.
LIMITATION OF LIABILITY.
In connection herewith, Melchioni shall not be liable for any indirect, incidental, consequential damages, reputational damage or loss of customers even if Melchioni has been advised of the possibility of such damages.
In no event shall Melchioni's liability arising out of or in connection herewith exceed the total amount paid to Melchioni for the specific Products in question.
The Customer's statutory warranty rights are not affected by this limitation of liability.
7.
FORCE MAJEURE.
Melchioni will not breach this Agreement and shall not be liable for any failure to perform its obligations under this Agreement, whether such default or delay is due to or arising out of any event of force majeure, act of nature, act or omission of the Customer, act of a governmental authority, including laws, regulations, orders or decrees, business interruptions, natural or man-made disasters, epidemics, pandemics, shortages of labor, energy, fuel, materials or products, strike, industrial action, criminal act, war, terrorism, civil unrest, delay in delivery or transport, inability to obtain labor, materials or products through regular sources, communications or power outages.
8.
USE OF PRODUCTS.
The Customer must use the products in compliance with the technical specifications of the product provided by the manufacturer.
The products are not authorized for use in life support applications, human facilities, nuclear facilities, dual-use items including weapons or any other application where product failure could lead to loss of life or property damage. If Customer uses or sells the Products for use in such applications or fails to comply with the manufacturer's Product specifications, Customer acknowledges that such use, sale or non-compliance is at Customer's sole risk.
The Customer shall indemnify Melchioni against any claim arising from: (i) Melchioni's compliance with the Customer's drawings, technical specifications or instructions; (ii) modification of any Product; (iii) use of the Products in combination with other products; (iv) use of unauthorized Products as described above; or (v) the use of Products and related technologies in chemical, biological or nuclear weapons, missile systems (including ballistic missile systems, space launch vehicles and sounding rockets) or unmanned aerial vehicles capable of delivering them, or in the development of any weapon of mass destruction.
9.
EXPORT CONTROL.
It may happen that certain Products and related technology ("Items") distributed by Melchioni are subject to the export control laws of the United States, the European Union, Japan and/or other countries, excluding boycott laws ("Export Laws").
Customer must comply with such Export Laws and obtain any license, permission or other approval necessary to transfer, export, re-export or import the Items.
The Customer acknowledges that the related technology consists of "Technical Data" and "Technical Assistance". Technical data can be identified as designs, plans, diagrams, models, tables, engineering, design and technical specifications, manuals and instructions written or recorded on media or devices such as disks, tapes or read-only memories. Technical assistance can be done in the form of instructions, professional training or consulting services.
11.
SAFETY, QUALITY AND ENVIRONMENTAL COMPLIANCE.
Where applicable, the Customer is responsible for all obligations under the applicable industry regulations from time to time and in the most up-to-date version. All products will be supplied in accordance with, and will meet all contractually established quality and safety criteria and may be used safely for their intended purpose.
12.
GENERAL.
- The Customer may not assign this document or any right or obligation hereunder without the written consent of Melchioni.
- If any provision of this Agreement is held by a court to be unenforceable, the parties will negotiate in good faith to modify this Agreement so as to implement the parties' original intent. The unenforceability or invalidity of any term or condition will not affect the rest of the terms or conditions.
- The Products, including the Software or other intellectual property, are subject to any applicable rights of third parties, such as patents, copyrights and licenses, and Customer must respect such rights.
- Customer shall comply with all applicable laws, rules and regulations, including but not limited to anti-corruption laws.
- Customer shall collect, process, store and transfer all personal data provided by Melchioni under this Agreement in accordance with applicable law, including but not limited to EU data protection principles and requirements.
The Customer must use – with the formal consent of Melchioni – and store personal data for the sole purpose of facilitating communication and collaboration and for the purchase of Products from Melchioni pursuant to this Agreement and for no other purpose. The Customer must implement and maintain security procedures and practices appropriate to the nature of the personal data it collects, processes, stores or transfers in line with industry best practices.
Pursuant to Reg. No. 679/2016 (GDPR) in the event that personal data of EU residents are transferred to countries outside the EU / EEA, the Customer must ensure by appropriate means that such personal data continue to be processed and processed in accordance with the data protection principles of purpose limitation and necessity; data accuracy, data quality and proportionality; data security and confidentiality. The rights of data subjects (access, rectification, erasure and opposition) must be guaranteed. In addition, the Customer shall reasonably assist Melchioni in promptly complying with requests received under applicable data protection laws. In the event that the Customer discovers or is informed of a data breach involving personal data provided by Melchioni, the Customer shall notify Melchioni of the data breach as soon as practicable, but no later than twenty-four (24) hours after the Customer became aware of the data breach. The Customer shall take all necessary actions to contain the data breach and provide Melchioni with all reasonably necessary information about the data breach and corrective actions. - The parties agree that electronic signatures may be used for all purposes under this Agreement and will be legally valid, effective and enforceable for all purposes of this Agreement.
- Product information (e.g., statements (technical or otherwise), advertising content, and information regarding technical specifications, features, export/import control classifications, uses, or compliance with legal or other requirements of a Product) is provided by Melchioni "AS IS". Melchioni makes no representations regarding the accuracy or completeness of the Product information and DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND LIABILITIES
All product information is subject to change without notice. Melchioni is not responsible for typographical or other errors or omissions in Product information. For products marketed and processed, Melchioni's employees, representatives and/or agents do not have the authority to make any statement other than as specified in this Agreement or as amended in writing. Melchioni has no responsibility for any statement or information that is not part of this Agreement.
13.
APPLICABLE LAW AND JURISDICTION.
For any dispute arising from the interpretation and execution of the contract and the General
Conditions of Sale, Italian law will apply and the Court of Milan will have exclusive jurisdiction to the exclusion of any other competing or alternative forum.
If the Buyer is based in a non-EU country, all disputes arising from the contract and the General Conditions of Sale will be definitively resolved by a panel of one or more arbitrators according to the rules of the Milan Chamber of Arbitration at the Milan Chamber of Commerce.
The seat of arbitration shall be Milan.