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Reference: GTCs for Sale –Adaltis S.r.l. v20140926 (140926 Adaltis General conditions e-commerce)
1.1 These general conditions (the “GTCs”) shall apply to the sale and supply of products (the “Products”) by Adaltis S.r.l. (hereinafter “Adaltis”) to the customer (the “Purchaser”) through the website http://www.adaltis.net (“Website”). Only professional operators fall within the definition of Purchaser, being direct sales by Adaltis to consumers expressly excluded. Adaltis and the Purchaser shall be hereinafter jointly referred to as the “Parties” and each of them as a “Party”.
1.2 By entering into any sale and supply agreement with Adaltis through the Website, the Purchaser accepts the GTCs hereof, and waives any application of its own general terms and condition, if any.
1.3 The order sent by the Purchaser in electronic format (the “Order”) following the guided procedure and the relevant instructions available on the Website (the “Procedure”), shall be deemed the acceptance of Adaltis’ offer of the Products selected in the Order, and the GTCs shall constitute the entire agreement between the Parties (the “Agreement”).
1.4 In case of discrepancy or conflict between the provisions set forth in the Order and those set forth in the GTCs, the provisions set forth in the Order shall prevail.
1.5 The delivery or publication of the GTCs by Adaltis shall not be deemed a contractual offer in relation to Products (or quantities of Products) shown as non-available for online selling on the Website at the time of such delivery or publication.
2.1 The Order Procedure is completed correctly if the Website does not display any error messages (although the Website cannot verify the correctness of data pertaining to the Purchaser, including without limitation the delivery address, and Adaltis shall not be liable for any such incorrectness). The Agreement shall be formed when the Order is received by Adaltis .
2.2 Upon receipt of the Order Adaltis shall acknowledge to the Purchaser the sale, via email sent at the email address indicated in the Order (the “Acknowledgement”). The Acknowledgement shall contain a summary of the selected Products, their respective prices (including delivery costs and any additional charges), the delivery address, the order number, the GTCs and their specific approval. The Purchaser shall notify Adaltis any mistakes or omissions, if any, shown in the Acknowledgement, within 24 (twenty-four) hours departing from the receiving of the Acknowledgement.
2.3 Where an export or import licence, a foreign exchange control authorization or another similar authorization is required for the performance of the Agreement, the Party responsible for obtaining the licence or the authorization shall act with due diligence to obtain it in due course. If the required licence or authorization cannot be obtained within 3 (three) months, either Party shall be entitled to terminate the Agreement by giving written notice thereof to the other Party, without any duty to indemnify the other Party (only restitution obligation shall apply).
3.1 The weight, dimensions, capacities, prices, performance ratings and other data published on any website other than the Website, or included in catalogues, advertisements, manuals, price lists or other documents, shall not be binding unless they are by reference expressly included in the Agreement.
3.2 Adaltis will provide free of charge the Purchaser with the instruction manuals for the use and maintenance of the Products.
3.3 All (pre shipment) inspection auditing verification costs as charged by the inspecting body/third party, will be borne by the Purchaser.
3.4 Costs related to legalisation of documents will be borne by the Purchaser with a minimum fee of \ EUR250,00.
4.1 Unless otherwise expressly provided, all prices indicated on the Website are in Euro currency (EUR, Euro or €) and include the costs of packing required for air transportation conditions to prevent damages to or deteriorations of the Products before they reach the destinations stated in the Order. Prices do not include VAT, taxes, levies, duties, insurance and any other cost that is not expressly indicated as included. Such further costs are computed and outlined in the Order.
4.2 Orders with a value lower than Euro 1.500,00 shall be charged with a handling fee of €225,-- (Euro 225,00). The value of this Order shall be calculated on the aggregate price of all Products included in such Order, excluding VAT, taxes, levies, duties, shipping, insurance and other costs for logistics.
4.3 All Orders shall be prepaid. Payments shall be made by PayPal or by any other electronic means, if any, allowed on the Website from time to time, and following the instructions shown by the Website during the Procedure.
5.1 The Purchaser shall place a minimum order quantity ‘MOQ’ of 5 (five) units per item number/code for reagents or kits related to EIAgen, CLIAgen, Eclectica, Pchem and EASYline branded items.
5.2 Adaltis will ship ordered reagents with a shelf-life of minimum 10-months on moment of shipping, unless otherwise expressly disclosed.
5.3 Unless otherwise expressly indicated, delivery terms are not binding. Accordingly, the Purchaser shall not be entitled to terminate the Agreement for delays in the delivery of Products.
5.4 Although the shipping to the place indicated by the Purchaser in the Order shall be organized by Adaltis, Adaltis shall deliver the Products ex works (Incoterms 2010). The delivery of the Products may be divided into lots. Adaltis reserves the right not to ship to particular destinations, listed in the Website.
5.5 Adaltis shall not be liable for any damages, loss of earnings, loss of profits, costs or expenses caused directly or indirectly by any delay in the delivery of Products or loss or damage to the Products occurred during shipping.
5.6 In case the Purchaser fails to receive the Products at the place and time indicated in the Agreement for any reason other than an act or omission of Adaltis, Adaltis may arrange for the Products’ storage at the risk and costs of the Purchaser, without prejudice to Adaltis’ right to recover any costs incurred or damages suffered.
5.7 Upon written request of the Purchaser, Adaltis may (but shall not be obliged to) accept to restock any Products sold and/or delivered to the Purchaser. In case of restocking, Adaltis will charge to the Purchaser 20% of the amount stated in the invoice. In addition, Adaltis will have the right to charge to the Purchaser any additional costs for repairing, updating, etc, the restocked Products. The Purchaser shall pay such amounts to Adaltis within the payment terms originally specified in the Agreement.
6.1 Adaltis warrants the Products against defects in material or workmanship when used with due care and in accordance with the operation procedures and manuals supplied by Adaltis and with the authorized reagents and consumables supplied by Adaltis, for a period of 12 months from the date on invoice (the “Warranty Period”).
6.2 During the Warranty Period, the Purchaser shall notify in writing Adaltis of any defect within 8 (eight) days of discovery. Upon such notice, Adaltis, at its option, shall:
a) have the defective Product or parts returned for repair; or
b) replace the defective Product; or
c) replace the defective parts in order to enable the Purchaser to carry out the necessary repairs.
d) the Purchaser shall return the defective part/replacement part or -Product on its own costs. Adaltis will send the replacement part at its charge to the Purchaser. In case Adaltis has the option to consolidate the replacement part in a planned shipment from the Purchaser, such routine shall prevail.
After the Warranty Period, replacement Products or parts shall be delivered “ex-works” (Incoterms 2010: EXW) by Adaltis.
6.3 This warranty shall not cover:
a) consumable parts, such as lamps, cuvette, plastic and glass parts, syringes, etc., as well as semiconductors, labor and or labor costs in any form;
b) Products modified without Adaltis’ written consent and/or non-Adaltis approved spare parts having been used;
c) Products stored, handled, installed, used or operated without due care and/or in a manner inconsistent with Adaltis operation instructions;
d) damages occurred after the passing of the risk;
e) Products operated with reagents and/or consumables not supplied by Adaltis.
6.4 Adaltis shall not be liable for any or all consequential, indirect or incidental damages resulting from economic loss or property damage sustained by the Purchaser from the wrongful use of the products or otherwise, or from inaccurate test results when using the Products.
6.5 Exception made for the circumstances of wilful misconduct or gross negligence, the liability of Adaltis arising under this Agreement in relation to each Product shall not exceed the purchase price of such Product.
7.1 Either Party’s temporary inability to fulfil its contractual obligations due to force majeure will entail the suspension of the Agreement until the cause of such inability ceases to exist. For the purpose of this clause, “force majeure” includes any events beyond the Parties’ control, such as those limiting or preventing normal manufacturing, delivery or distribution of the Products, including without limitation discontinuation of supplies by suppliers, difficulty in obtaining supplies, strikes, third-party activities, plant breakdown, onset of technical problems, state of local authority measures.
8.1 The Purchaser acknowledges that Adaltis’ name, trademark and logo, as well as Products’ names, trademarks and logos, are the sole and exclusive property of Adaltis The Purchaser shall not use such names, trademarks and logos without the prior written approval of Adaltis.
9.1 Each reference made to price-lists, to the GTCs or to any other Adaltis’ material shall be deemed as made to the documents in force at the time reference is made, unless otherwise specified; the corresponding texts previously in force between the Parties shall be deemed superseded. Adaltis may amend its own price-lists, GTCs and any other material without prior notice. Any term is to be intended in calendar days/months, unless otherwise expressly provided.
10.1 The Agreement shall be governed by the Laws of Italy with the exclusion of the Convention of Vienna of 11.4.1980 on contracts for the international sale of goods.
10.2 Any dispute arising out of or in connection with the Agreement shall be submitted to the exclusive jurisdiction of the Court of Rome (Italy).