Article 1: Recitals
The Particular Sales Conditions will prevail over the General Sales Conditions. These General sales conditions shall be applied to the sales of the Products (as defined below) and services commercialised and/or sold by Tecsidel
The following terms shall have the following meaning:
- Seller: Tecsidel
- Buyer: Customer
- Products: goods manufactured or sold by Tecsidel and better identified the offer (Hardware and Software)
- Order: the order sent by Buyer to Seller with the list of the signalled Products and/or Services;
Article 2: Offer
Any information contained the offer sent by the Seller shall be deemed as indicative and not binding. The offer shall have a validity period of 60 days starting from the receiving date. Products and services offered are: as specified in the offer.
Article 3: Order
Any Order sent by the Buyer shall be deemed as binding whenever accepted and confirmed, in writing, by the Seller.
Article 4: Price and terms of payment
4.1 The price, indicated in the offer and confirmed in the confirmation of Order, shall be EX WORKS, Barcelona, Spain,(INCOTERMS ICC 2010 Paris).The price indicated in the offer (if not expressly written) shall not include VAT and charges for transport and installation. Any price’s increases in connection to variation of charges, custom, taxes or any other charges following the confirmation of Order, shall be at Buyer’s charge.
4.2 The price shall be paid as follows: as described in the offer.
4.3 Claims or notification shall not entitle Buyer to postpone or avoid the payment or reduce the agreed price.
Article 5: Delivery
5.1 The delivery terms shall be expressed in working days and pointed out in the Order confirmation, circumstances permitted or if no force majeure causes arise. Anyhow the delivery terms shall be deemed as indicative.
5.2 The Products shall be delivered EX- WORKS(INCOTERMS ICC 2010 Paris).
5.3 After the factory acceptance tests to be held at Seller’s premises (FAT), and done free of charge Seller shall not accept claims except for hidden defects as detailed in the subsequent article 6.
Article 6: Warranty on Products
6.1 Seller declares that the Products comply with E.U. security standard and rules. Buyer shall communicate, in the Order any technical modification necessary to make the Products complied with all requirements imposed by applicable law, orders, sanitary or fire codes, or ordinances, rules, regulations, or industry practice governing the sale and installation of the Products in the State of installation; Buyer shall support all relative costs.
6.2 Seller warrants that the Product Hardware is free from defects in materials or workmanship under normal use and service for a period of 12 months from the date of delivery.
6.3 Seller warrants that the Product Software for a period of 12 months from the date of the start-up / or customer’s final acceptance test (SAT) (to be declared in the offer). Software maintenance terms and conditions details (if required) will be described in the offer.
6.4 After the positive acceptance test of the Products Seller undertakes to repair or to change “ab origine” faulty components. The warranty is at Seller’s premises.
6.5 Seller shall not grant the above warranty for defects and damages caused by Buyer’s negligence or improper use of the Products.
6.6 Seller shall not grant the above warranty for defects and damages caused by repairs, changes or maintenance executed by staff not authorised by the Seller.
6.7 Seller shall not grant the above warranty if Buyer does not respect the instructions and the information supplied by Seller or contained in the workbook.
6.8 Buyer undertakes to communicate to the Seller any kind of defect within 8 (eight) days from the discovery date.
6.9 Buyer acknowledges and agree that the Seller's sole remedy under this warranty shall be the repair of the Products.Seller reserves the right to examine the returned material and verify the conditions of warranty.
6.10 During the warranty period, possible repair or replacement on/of part not covered by the warranty, shall be charged to Buyer.
6.11 Following a written request, skilled technicians can be sent on site to replace the defective parts: in this case the Buyer shall be charged with the travelling expenses. Anyway the travelling expenses will be previously agreed together between the parties.
6.12 Any replacement and/or repair will be warranted for the remainder of the original warranty period.
6.13 At the end of the warranty period, upon written request from the Buyer, Seller shall provide technical support at the conditions in force at the moment of the request.
6.14 Seller shall not be liable for injury to any property of the Buyer or for any other indirect damages it may occur in connection with the Products.
The warranty will cover: as described in the offer.
Article 7: Warranty on Services
7.1. Seller declares that the Services offered comply with Buyer’s demand and with the offer. Buyer shall communicate, in the Order any technical modification necessary to make the Services complying with all requirements that are not described in the offer or in Buyers official requirements and with requirements imposed by applicable law, orders, sanitary or fire codes, or ordinances, rules, regulations, or industry practice governing the sale and installation of the Products in the State of installation. Costs for implementations or modification not included in the offer will be quoted apart.
Article 8: Responsibilities
8.1 Seller shall not be liable for delays in delivery or failure to perform, due directly or indirectly to:
- causes beyond Seller’s reasonable control;
- acts of God, act (including failure to act) of any governmental authority (de jure or de facto) wars (declared or undeclared), governmental priorities, riots, revolutions, strikes or other labour disputes, fires, floods, sabotage, nuclear incidents, earthquakes, storms, epidemics; or
- inability due to causes beyond Seller’s reasonable control timely to obtain either necessary and proper labour, materials, components, facilities, energy, fuel, transportation, governmental authorisations or instructions, material or information required.
8.2 Seller shall not be liable for damages, losses and costs suffered by Buyer or third party for the missed of delivery of the Products, caused by events not ascribable to the Seller.
Article 9: Software
The software is and shall remain of exclusive property of Seller. Therefore Buyer is not entitled to modify it, to transfer it or to give it in sub-licence to thirds party or, however, let thirds party use it.
Article 10: Applicable laws
These General sale conditions are governed by and interpreted under the laws of Spain applicable to contracts made and to be performed therein without giving effect to the principles of conflict laws thereof and excluding application of the Convention on the International Sale of Goods (CISG), Vienna, 1980.
Article 11: Jurisdiction
All disputes arising between Parties with respect to these General sale conditions including those related to their validity, construction, execution and rescission, will be exclusive and definitive solved by the Court of Spain.