1. GENERAL

A sale is considered as completed when Euroswitch has received written confirmation from the Buyer. Orders are accepted under the “subject to availability and price-list modification” clause. When an order has been sent by the Buyer to Euroswitch, it can only be cancelled by the Buyer if Euroswitch receives full compensation.

2. DELIVERIES

Delivery terms are merely indicative. Any delays in delivery, particularly those due to events beyond Euroswitch’s control, will not involve cancellation or liability on the part of Euroswitch.

Transfer of ownership of the goods sold will take place upon delivery to the carrier or shipping agent. From then on the Buyer shall assume all risks and hazards pertaining to the goods, even if they are sold carriage paid and are returned to the company for any reason.

If a shipment is delayed due to the Buyer’s failure to provide the necessary instructions, the delivery shall be considered as made when a notice is sent informing the Buyer that the materials supplied are available. In this case the Buyer shall assume all risks and be responsible for storing the goods, subject to the legitimate availability of the same for the company up until the date of dispatch.

3. PAYMENTS

Payments shall be made to Euroswitch’s head office.

Payment by means of assignment of credit, cheques or other credit instruments will always be accepted by Euroswitch pro-solvendo and subject to collection.

Claims, reports of defects or other reasons for protest do not entitle the Buyer to withhold or delay payment. Failure to comply with the terms and conditions of payment will entitle Euroswitch to:

- demand interest on arrears without precept (calculated at the current bank rate);

- demand immediate payment of issued invoices not yet fallen due;

- take the necessary steps to recover amounts due for goods already supplied or manufactured and not yet delivered;

- demand termination of the contract and reimbursement of damages;

- suspend deliveries.

The above faculties are not mutually exclusive and may be exercised simultaneously and successively.

4. PRICES

Prices are quoted ex-works after deduction of taxes, duties and any other charges, unless otherwise specified on the order and expressly approved by Euroswitch.

Prices may be modified as a result of variations in the cost of goods sold. When not expressed in euros, the selling price is calculated at the exchange rate applicable on the date on which the order is placed. Only Euroswitch reserves the right to adjust the price according to foreign exchange rate fluctuations.

5. WARRANTY

All goods sold by Euroswitch are guaranteed with sole reference to the technical documentation agreed between the parties and/or under the operating conditions specified in the catalogue, for one year against problems resulting from manufacturing defects or proven intrinsic defects of the materials, provided that the products have not been modified, wrongly installed or repaired by the Buyer.

If the goods are found to be faulty, the Buyer shall notify Euroswitch within 30 days of delivery by means of a registered letter detailing the defect or fault found.

Rules covering the return of goods.

- The return of goods must be authorised in advance by our Quality Assurance department, which must be contacted immediately.

- Only returned goods that have not been tampered with will be taken into consideration.

- A report listing any faults found and specifying references to our delivery notes must be attached to the papers accompanying returned goods.

- Returned goods will be inspected by Quality Assurance, and if the claim is accepted the Sales Department and the Buyer will decide jointly whether to replace the goods or make a refund.

- If the Quality Assurance inspection does not confirm the defects claimed, all expenses will be charged to the Buyer.

Euroswitch undertakes to repair or replace free of charge, accept a debit for or credit the price for any goods found by Euroswitch’s engineers to be faulty.

Euroswitch will not accept liability for sampling and testing charges, or for expenses incurred for assembling, disassembling and returning goods, or for costs and any consequences deriving from failure to use the goods sold, or for any other damage resulting from subsequent use of the same.

The warranty will not apply if the Buyer is involved in a breach of contract.

Claims for shortages in quantities delivered must be made within 5 days of receipt of the goods.

6. PENALTIES AND CLAIMS

Euroswitch’s commitments may not be assigned without its prior consent.

Any controversies arising out of the interpretation, fulfilment and execution of the contract will be settled by the Court of Brescia.

In the event of dispute, the Buyer will not be exonerated from complying with the agreed conditions of payment.

Any conditions set by the Buyer that are in contradiction with these Terms and Conditions of Sale shall not be binding on Euroswitch and the Buyer shall be deemed as having been complied with, unless written objections have been made prior to delivery of the goods.

7. GENERAL CLAUSE

These General Terms and Conditions of Sale apply to all Euroswitch S.r.l. supplies, as specified on the “Sales Invoice” and the “Customer Order Confirmation” forms.