GENERAL SALES TERMS
1. General conditions
These conditions govern relationships between ELTRA S.p.a. and its customers. These conditions cancel or replace all the previous conditions in being between customers and ELTRA concerning products supplied. Any additions, changes or departures from these conditions must be made in writing by persons with suitable contractual powers in order to be valid.
2. Use declaration for ELTRA's products
ELTRA declares that its encoders are impulse generators and not safety devices. We therefore decline all responsibility deriving from uses other than the declared use.
Prices are understood to be EXW Eltra S.p.a., VAT (whether applicable) is excluded, according to the price list in force at the time when the order had been placed.
4. Delivery terms
Reported delivery terms are not obligatory and do not constitute an essential term unless differently agreed with The Customer. Approximately Eltra S.p.a. is able to deliver term products within 20 working days from its Order Confirmation. If we do not receive any written communication within 2 days of receipt of the Order Confirmation, the order will be treated as tacitly confirmed.
Eltra S.p.a. will send to the Customer (Purchase Order) its own proposal (Order Confirmation).
Customers have no right to refuse goods or to request cancellation of the contract or damage indemnity for any delivery delays in any case unless he / she had requested an delivery date that cannot be extended ant it has been accepted by Eltra S.p.a. within the Order Confirmation.
Shipment is made using couriers whose charges are then debited in the customer’s invoice, unless different agreements and/or indications are made in writing. ELTRA is not responsible for any losses, delays or damage during transport. All sales are understood to be for goods delivered onto vehicles ex-our warehouse.
Deliveries may be suspended or interrupted at any moment if, in ELTRA’s unquestionable judgement, the situation or the customer’s commercial, economic or financial references do not offer suitable guarantees for fulfilling the obligations assumed with the receipt of the order confirmation.
Moreover, Eltra S.p.a, at its own unquestionable judgement, reserves the right to adopt payment terms ‘in advance’ whenever there was an overdue payment on other deliveries happened between the Order Confirmation and the delivery of the goods.
We reserve the right to charge for the costs of special packaging in addition to the cost of the standard packaging.
7. Payment terms and methods
Invoices must be paid within the terms established in the order confirmation.
Failure to make payment within the terms leads to:
- The application of arrears interest equal to the official interest rate of the European Central Bank plus 7 points (five percent), without this affecting any other greater damage claims;
- ELTRA having the right to suspend or cancel any successive orders.
Failure to pay just one payment leads to the immediate lapsing of the term benefit and the immediate suspension of the assistance service.
8. Product examination, delays and failed delivery – claims for defects
Customers must examine the goods received and communicate any claims for goods not corresponding to what was agreed to ELTRA, exclusively in writing, within the term of 8 days from receiving the goods; failure to so invalidates the guarantee (according to the arrangements of article 1495 of the Civil Code). On the other hand, any hidden defects must be communicated within 8 working days of their discovery and before one year passes from delivery. Claims must be made in writing otherwise they have no contractual or legal value.
Disputed goods must be returned to ELTRA headquarters for the necessary examination with all the transport and packaging costs sustained by the customer. The act will become statute-barred after 6 months from the notification.
9. ELTRA product guarantee
- All ELTRA’s encoders are guaranteed for 12 months from the delivery date;
- The guarantee includes the free replacement and repair of parts with construction defects or which are recognized to be defective;
- Using the guarantee does not exonerate the observance of payment obligations.
10. ELTRA product guarantee exclusions
- Damage due to carelessness, negligence, incorrect use and installation or anyway from phenomena not dependent on normal encoder use are excluded from the guarantee;
- The guarantee lapses if the encoder is tampered with or repaired by unauthorized persons;
- Replacing the encoder and extending the guarantee on repaired products is excluded;
- Indemnity for direct or indirect damage of any nature to persons or things from the use or suspension of the use of the transducer is excluded;
- The right of regression cited within EU directive N° 44/99 is excluded.
11. Conditions governing the return of products to ELTRA
- Returns must be agreed with our Sales Office: returned materials will not be accepted without the special return number and if not accompanied by form "TMS0004 - Modello RMA / RMA Form", fully filled in;
- Shipments without the carriage paid will be rejected, unless authorized beforehand;
- By returning material, ELTRA is authorized to remove any parts added by the customer from the product. ELTRA declines all responsibility for any loss or damage to returned products, or to any added parts sent together with the product.
- Repairs only take place in our assistance workshop. The material must be sent with the carriage paid. Once repaired, encoders under guarantee will be sent to the customer with carriage paid, otherwise they will be sent with payment on delivery. The transport risks are anyway sustained by the purchaser.
12. Copyrights and patents
The products sold by ELTRA may be subject to patent, brand, or copyright or other industrial property rights. ELTRA owns the copyright of its own catalogue that cannot be copied, either fully or in part without prior written permission from ELTRA.
13. Competence and applicable law
The Court of Vicenza shall be exclusively competent to decide any disputes that may arise and not resolved in the relations between ELTRA and its customers, with it being understood that all relations between the parties concerning the supply will be governed by the Italian legislation in force.
14. Order suspension or cancellation due to force major
If the execution of orders sent to ELTRA is hindered or impeded by any cause that goes beyond the reasonable control of ELTRA, (e.g. strikes, machine failures, fires, explosions, illnesses or injury concerning personnel, the reduction or suspension of electrical energy, natural calamities, etc.) or because of the impossibility to procure the materials, articles or services necessary for the execution of the contract, unless at higher prices, ELTRA may delay execution of the order and in this case after the customer has been informed, this latter will have the right to withdraw his order without any sum being withheld – or to cancel the order fully or in part and ELTRA will not be held responsible for this delay or cancellation or in any other case of not being able to deliver. In any event, ELTRA is not responsible for any direct or indirect damage.
However, the annulment will be in favor of the contracting Party who, before the end of the agreed time, will offer to the other according to used terms, the delivery of the goods or the payment of the price, if the other Party will not fulfill its own obligation.
The annulment will be in favor of Eltra S.p.a. if, at the end of the agreed terms for the delivery, the buyer, which obligation of paying the price is not expires, will not appear to receive goods in advance offered or he/she will not accept it.
The contracting Party who intend to avail of the annulment hereby described has to communicate to the other Party within eight (8) days from the expiration date even by fax or email; without such communication, general annulment terms for non-fulfillment will be adopted.
15. Personal data management
Personal data is managed using manual, computer and data communication means in ways so as to guarantee the security and confidentiality of the same.
Personal data is managed in the context of the normal commercial activities performed by ELTRA according to purposes strictly connected and instrumental to the correct management of contractual relations. In this sense, conferring data to ELTRA is necessary for the execution of the contract. Without this data any request or disposition by the customer cannot have any follow-up.
Personal data will also be managed for the normal economic activity of product promotion.
ELTRA S.p.a. with headquarters at Sarego (VI), via Salvagnini nr. 17 is responsible for this management.