1. ACCEPTANCE
Acceptance of any order by iSMA CONTROLLI S.p.A. (also the Seller) is in accordance with the conditions herein set forth. These terms and conditions constitute the entire contract of sale and purchase between Seller and Buyer with respect to the Products mentioned in the previous pages of this document. Any other different conditions reported on Customer’s order cannot be accepted.
2. OBJECT
Supply refers only to the items mentioned on the front page of this sheet.
3. PRICES
Valid prices shall be considered the ones reported on our offers or on our price-lists. The prices do not include package, shipment, or insurance costs and Customs fees, which shall be borne by the Buyer. All prices provided by iSMA CONTROLLI S.p.A. are subject to change, in case of unexpected increase of the cost of raw material and/or of labour. All Prices are in EUR (Euro) currency.
Prices offered by iSMA CONTROLLI are valid only for the goods to be delivered within the Buyer’s Country unless a different territory has been agreed in writing. If the Buyer is in the position to offer our products outside the agreed Country / Territory, then the Buyer must use the prices given on iSMA CONTROLLI web site, which prices are without VAT (Value Added Tax).
4. DELIVERY
Delivery terms or shipping dates are approximate and not binding. They merely represent iSMA CONTROLLI S.p.A.’s best estimate of time required to make delivery or shipment. Lead time shall begin on the date of the order confirmation by iSMA CONTROLLI S.p.A., however, in no case prior to settlement of all details relating to the order. Unless otherwise stated, deliveries are Ex our works (EXW INCOTERMS 2016).
iSMA CONTROLLI shall not be held responsible for failure to meet estimated shipping dates, and in no event shall iSMA CONTROLLI be liable for any loss, cost, damage or expense whatsoever incurred by the Buyer or its customers that may result therefrom.
TRANSFER OF OWNERSHIP & RISKS
The transfer of Ownership for the purchased products will take place on the moment of the delivery of the goods to the carrier (EXW INCOTERMS 2016). Risks are transferred to the Buyer when the products are collected by the carrier. Shipment shall be carried out at Buyer’s expenses. iSMA CONTROLLI S.p.A. shall arrange the most suitable way of shipment considering technical aspects and Buyer’s request, when the Buyer asks for a Cost and Freight delivery.
6. PAYMENT
Payment terms are agreed to by iSMA CONTROLLI in writing at the moment of the negotiation of the order. Unless otherwise agreed to by iSMA CONTROLLI, payment terms are prepayment. Payment shall be considered settled when the sum is credited on iSMA CONTROLLI’s bank account.
In case the due date for payment is not respected by the buyer, iSMA CONTROLLI S.p.A. is allowed to immediately suspend any contractual obligations and the Buyer will be charged of all the potential costs coming from the breach of the agreed payment terms.
7. WARRANTY
ISMA CONTROLLI warrants that the Products supplied are free from any defects in parts and workmanship for “Warranty Period” if used under the foreseen operating conditions and in accordance with instructions shown in Seller’s literature. The Warranty Period is sixty (60) months after the invoice date for the products belonging to the Control Valves category and Actuator category and twenty-four (24) months after the invoice date for all products in all other categories. The Warranty Period cannot be extended, to recover storage time. ISMA CONTROLLI is committed to repair or replace free of charge any faulty material in order to guarantee the proper operation of the same, during the Warranty Period. ISMA CONTROLLI S.p.A. cannot be responsible for direct or indirect damages or for accidents arising from the use of this equipment.
The faulty equipment or parts thereof will be delivered to ISMA CONTROLLI free of charge and ISMA CONTROLLI will return them EXW.
Warranty does not include transport costs and technical support on site.
iSMA CONTROLLI also provides no warranty for normal wear and tear, including all types of corrosion, operational or environmental wear and tear and the like, as long as this is not due to defects in materials or workmanship.
Warranty terms expire automatically:
- In case of overdue payments;
- When the products have been damaged or disassembled by customer without any authorization from iSMA CONTROLLI S.p.A.;
- When the products have not been used in accordance with their technical features as reported on the technical datasheets, offers, order acknowledgments, etc.;
- When iSMA CONTROLLI S.p.A. labels or plates have been modified, replaced or removed from the products;
- When the defect is not claimed within 10days from the detection of the failure;
- In case of claim, when customer does not stop using the material involved into the claim.
8. DAMAGES
iSMA CONTROLLI S.p.A. is liable for damages or injuries arising from the use of the products sold, only in case high negligence in designing/manufacturing is proven.
In no event shall iSMA CONTROLLI, its affiliates, officers, agents or employees be liable for any incidental indirect, or consequential damages in connections with or arising from the products or services provided, including loss of profits or revenues
Interruptions of business, loss of use of the products or any associated equipment, materials, components or products damage to associated equipment, materials, components or products , cost of substitute parts, or claims of Buyer’s customers for such damages. iSMA CONTROLLI S.p.A. will not be liable to Buyer for any loss, damage, or injury to persons or property resulting from the handling, storage, transportation, resale, or use of the products, cost of substitute parts, or claims of Buyer’s customers for such damages.
iSMA CONTROLLI shall not be liable for any consequential damages including those arising from a failed delivery.
9. PACKAGES
iSMA CONTROLLI S.p.A. will pack the goods in accordance with its well established packing procedures for a proper preservation of the goods. However, iSMA CONTROLLI is not liable for any loss or damage.
Packing will be charged on cost basis.
10. CANCELLATION
iSMA CONTROLLI S.p.A. reserves the right to cancel any shipment or order at its sole discretion without any indemnity to the customer:
- in case of protests, precautionary measure or legal action against the customer;
- in case of Customer’s bankruptcy, or legal procedure or criminal offense;
- in case of non-compliance with any of these terms and conditions.
11. CLAIMS
Alleged claims must be notified in written by the customer in accordance with the law.
In any case the Buyer is not allowed to put the payment on hold.
12. WITHDRAWAL
iSMA CONTROLLI S.p.A. shall terminate all or part of the contract herein agreed and the outstanding ones, in case of unexpected alterations affect the foreign or the internal market, or in presence of high fluctuations in exchange rates.
In all these cases or when iSMA CONTROLLI S.p.A. breaks a contract for reasons beyond its control, the Buyer will be not entitled to be refunded and, if required, the Buyer will have to pay the goods already manufactured or under process.
13. GOVERNING LAW
The law of the Italian State shall govern the relationships between the two parties.
14. DISPUTES
Any disputes arising shall be under the jurisdiction of the court where the legal entity of iSMA CONTROLLI S.p.A. is located.
15. PRIVACY
iSMA CONTROLLI S.p.A. will use the information provided with this contract in accordance with the current regulations forthe protection of natural persons with regard to the processing of personal data.
iSMA CONTROLLI will follow technical and organisational security procedures in compliance with art. 32 from the GDPR regulations.
For further information you can visit our Customer Information