1.1 This sales contract is governed by the United Nations Convention on the International Sale of Goods (Vienna 1980) and, for matters that are not covered by this convention, it will be submitted to the Italian law.
1.2 Any reference to commercial terms (such as EXW, CIF, etc.) is to be understood as a reference to the 2010 Incoterms of the International Chamber of Commerce, in the version in force on the date of stipulation of the contract.
2. Product Features - Changes
2.1 Any information or data on the characteristics and / or technical specifications of the Products contained in brochures, price lists, catalogs or similar documents will be binding only to the extent that such data have been expressly referred to in the Contract.
2.2 The Seller reserves the right to make changes on the Products which, without altering the essential characteristics of the Products, should be necessary or appropriate.
3 Terms of Delivery
3.1 If the Seller foresees that he will not be able to deliver the Products on the agreed delivery date, he must promptly notify the Buyer in writing, indicating, where possible, the expected delivery date. It is understood that if the delay attributable to the Seller exceeds 6 weeks, the Buyer may terminate the Contract relating to the Products whose delivery is delayed with 10 days' notice, to be communicated in writing (also by fax, email, email and / or PEC) to the Seller.
3.2 The seller will not be responsible of any delay due to majeure force causes (as defined in article 9) or acts or omissions of the buyer (for example: missing communication of necessary data for the product supply).
3.3 If the seller will delay the delivery of the goods, the buyer would be able to request, based upon a written formal notice by the seller, the refund for the actual damage that the buyer will demonstrate, within the maximum limit of 5 % of the goods with delayed delivery.
3.4 Except in case of willful misconduct or gross negligence of the seller, the payment of the sums indicated in art. 3.3 excludes any further compensation for damage for non-delivery or delayed delivery of the Products.
4 Return and Shipping - Complaints
4.1 Unless otherwise agreed, the supply of the goods is understood to be Ex Works and this even when it is agreed that the shipment or part of it is handled by the seller.
4.2 In any case, whatever the delivery terms agreed by the parties, the risks to the buyer at the latest with delivery to the first carrier.
4.3 Any complaints relating to the state of the items, quantity, number or external characteristics of the Products (apparent defects), any complaints to be notified to the Seller by registered letter with return receipt, under penalty of receipt of the Products. Any complaints relating to defects not identifiable by defective control upon receipt (hidden defects) be notified on the day with registered mail, under penalty of forfeiture, within 7 from the date of discovery of the defect and in any case no later than thirty from delivery.
4.4 It is understood that any complaints or disputes do not entitle the Buyer to suspend or in any case delay payments for the disputed Products, nor for other supplies.
5.1 Unless otherwise agreed, the prices are intended for Products packaged according to the uses of the sector in relation to the agreed means of transport, delivered ex works, it being understood that any other expense or charge will be borne by the Buyer.
6 Terms of Payment
6.1 The Distributor undertakes to pay for the supply of the products on time and exactly as established below.
6.2 The payment of the consideration, upon acceptance of the order by the Grantor and the issue of a cost estimate to be returned, signed for acceptance, will take place in the manner indicated above.
7. Warranty for Defects
7.1 The seller undertakes to remedy any defect, lack of quality or lack of conformity of the Products, provided that the same has been notified to him in accordance with art. 4.3. The seller can choose whether to repair or replace the products found to be defective. Products replaced or repaired under warranty will be subject to the same warranty for a period of six months from the date of repair or repaired.
7.2 The seller does not guarantee the compliance of the Products with particular specifications or technical characteristics or their suitability for particular uses except to the extent that these characteristics are expressly agreed in the contract or in documents referred to for this purpose by the contract itself.
7.3 Except in the case of willful misconduct or gross negligence, the seller will be obliged, in the event of defects, lack of quality or lack of conformity of the products, only to repair them or to supply products in all defects. It is understood that the aforementioned guarantee (consisting in the obligation to repair or replace the Products) is absorbing and excluded from the guarantees or liabilities provided for by law, and excludes any other liability of the seller in any case originating from the Products supplied (e.g. compensation for damage, loss of earnings, withdrawal campaigns, etc.).
8. Retention of title
8.1 It is agreed that the Products delivered remain the property of the Seller until full payment has been received by the latter.
8.2 The retention of title extends to the Products sold by the Buyer to third parties and to the price of such sales, within the maximum limits established by the law of the Buyer's country which governs this clause.
9. Force Majeure
9.1 Each party may suspend the execution of its contractual obligations when such execution is made impossible or unreasonably onerous by an unforeseeable impediment independent of its will such as e.g. strike, boycott, lockout,
fire, war (declared or not), civil war, riots and revolutions, requisitions, embargoes, power outages, delays in the delivery of components or raw materials.
9.2 The party wishing to make use of this clause must immediately notify the other party in writing of the occurrence and termination of the circumstances of force majeure.
9.3 If the suspension due to force majeure lasts more than six weeks, each party will have the right to terminate this contract, upon notice of 10 days, to be communicated to the other party in writing.
10. Competent Court / Arbitration Clause
10.1 For any dispute deriving from this contract or connected to it, the Court of Prato will be exclusively competent. However, notwithstanding the foregoing, the Seller still has the right to bring the dispute before the competent court at the Buyer's headquarters.
10.2 If the buyer resides in a non-EEC country. all disputes arising from this contract or in relation to it will be definitively resolved according to the Arbitration Rules of the Arbitration Chamber of Florence by one or more arbitrators appointed in accordance with said Rules.
This Price List is subject to revision at the discretion of Biomedical Pharma.