Terms and conditions

Application

These general conditions of sale will apply to all offers and quotations of DISTRIPRO SPA and to the purchase and sale of any products between DISTRIPRO SPA and the buyer. DISTRIPRO SPA shall exclusively deal and have business relations with the buyer.

These terms and conditions will be deemed to have been accepted by the buyer when an order is placed, and a quote is accepted. All products shall be provided exclusively on the basis of these general conditions of sale. References made by the buyer to his general terms and conditions are hereby rejected. Deviation from these general conditions of sale require the explicit written approval of DISTRIPRO SPA.

Interpretation

The headings in these terms and conditions are inserted for convenience only and shall not affect their interpretation. Words imparting the singular number include the plural and vice-versa. These general conditions of sale can be amended by DISTRIPRO SPA. The buyer shall be notified of any amendments in writing, and such amendments shall take effect thirty (30) days after such notice. Should any of the clauses of these terms and conditions be wholly or partially invalid or void, the validity of the remaining clauses or parts thereof shall not be affected.

Products

“Products” means all goods and services to be supplied by DISTRIPRO SPA. Any pictures, catalogues, drawings, colour and appearance of the products and other data, including measurements and weights, shall be as accurate as possible. This information is binding only insofar as expressly confirmed. All maintenance regulations, operating instructions and uses of the products shall be set out in the instructions manual. All technical data shall be included in the technical datasheet.

Prices

The price of products is set out in DISTRIPRO SPA price lists current at the date of the order or such other price DISTRIPRO SPA may agree in writing. The applicable price will be set out in the pro forma invoice. DISTRIPRO SPA reserves the right to revise its price lists at any time with prior notice of 1 month to the buyer. Unless otherwise specified in the notice, the new prices become applicable to all orders invoiced from the date on which the new prices become effective. All prices are in EURO. All prices quoted are deemed EX-WORKS –or any other charges or services. The buyer shall bear all freight costs, public fees, taxes and duties. For Exportation only, as net prices and do not include any taxes, transport

Payment

DISTRIPRO SPA requires an advance full payment as acceptance of the pro forma invoice. All payments to DISTRIPRO SPA must be made in Euro by means of a bank transfer to the bank account specified in the pro forma invoice. DISTRIPRO SPA shall send invoices by email and the buyer hereby agrees to this method of invoicing. With the aim of booking special products or products which are out of stock, DISTRIPRO SPA may require the buyer to pay in advance 100% of the total amount by bank transfer.

Delivery and transport

Shipping costs and insurance costs shall be borne by the buyer, even if it is agreed that DISTRIPRO SPA shall take care of the transport. DISTRIPRO SPA shall be excluded from any liability related to mislaying, loss, breakdowns and all what may happen concerning the transport. The delivery date mentioned in the confirmation of order is an estimate. DISTRIPRO SPA shall have no liability in respect of any failure to deliver by any such estimated date, unless through willful default on the part of DISTRIPRO SPA Delays on the delivery of the products do not give any right to the buyer to cancel the order and refuse the products. Such delays cannot give rise to deductions, reparations, penalties or damage claims, as well. The buyer shall detail all the information required to ensure valid customs clearance of the products. Delivery includes delivery note only. Any other document needed must be required by the buyer.

Transfer of responsibility

The transfer of the risk of the products shall take place at the moment of delivery EXWORKS from DISTRIPRO SPA warehouse.The transport shall take place at the buyer’s risk, even if the carrier has explicitly stipulated that all shipping documents must state that all damage resulting from the transport shall be at the expense and risk of the sender.

Warranty

The limitation period for claims for defects shall be 12 months. DISTRIPRO SPA guarantees the material against manufacture defects during 12 months from the date of the invoice. Any warranty shall be void if operating and maintenance instructions are not followed, if changes are made to products, if parts are replaced or materials used that are not in accordance with original products specifications by DISTRIPRO SPA.

Quality

The quality of products is exclusively determined by DISTRIPRO SPA product specifications. It is buyer’s obligations to inspect the products for any defects immediately after delivery. Complaints can never be founded on minor deviations and/on deviations such as colour, composition, weight, appearance, etc. DISTRIPRO SPA shall not accept any liability for defects in the products supplied if they are cause by normal wear and tear.

Inspection and complaints

All complaints regarding transport (damage, non-compliance, errors) must be stated on the delivery note of the transport company as “reservation claim” or “accepted with visible damage” and inform DISTRIPRO SPA immediately. The buyer must inform DISTRIPRO SPA of the complaints regarding the received products within 24h. of the delivery. DISTRIPRO SPA shall not assume responsibility for the damages related to transport after 24h. of the delivery of if the recipient has not written it down on the delivery note. In both situations, the claim shall be placed to DISTRIPRO SPA within 24 hours of the delivery of the products.

DISTRIPRO SPA policy of products return implies:

• Products must be in perfect condition.
• Products must be returned in the original package.
• The buyer must send DISTRIPRO SPA a detailed report of the incidence and the reasons of the return within 24h. after delivery of the products.
• DISTRIPRO SPA must previously approve in writing the return of the products. Without this consent, products cannot be returned.
• DISTRIPRO SPA shall check the products in premises before issuing the credit note or the refund.

After sales service

DISTRIPRO SPA provides after-sales, spare parts and technical service. In case technical service is needed, the buyer shall inform about incidence with a full detailed report, as well as the required part. If the product is under warranty, DISTRIPRO SPA shall send the part free of charge. The transport cost of the part shall always be assumed by the buyer. DISTRIPRO SPA technical service shall always be held in our premises.

In case of products under warranty, DISTRIPRO SPA covers the cost of the parts and the labour, if the products are sent to our premises to be repaired. The buyer shall bear the cost of transport of parts and products. Once the warranty is concluded, DISTRIPRO SPA will offer the same services, against payment of the parts and labour.

Applicable law and jurisdiction

These general terms and conditions, as well as all offers and agreements to which these general conditions of sale apply, shall exclusively be governed and interpreted in accordance with French law. All disputes arising between DISTRIPRO SPA and the buyer shall be subject to the exclusive jurisdiction of the Courts of DISTRIPRO SPA head office.

Other provisions

All legal claims pursuant to these general terms and conditions shall lapse after one year of the delivery date. The total liability of DISTRIPRO SPA caused by any attributable failure to comply with these terms and conditions shall in any event be limited to compensation of the material up to the amount of the stipulated and invoiced prices of the products concerned.