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Reference: General Conditions for Sale – Adaltis S.r.l. v20150228 (100322 condizioni generali Adaltis)

General Conditions for Sale

General Conditions for Sale

1.1.  These general conditions of sale (the “General Conditions”) shall apply to the sale and supply of products (the “Products”) by Adaltis S.r.l. (hereinafter “Adaltis”) to the customer (the “Purchaser”). Adaltis and the Purchaser shall be hereinafter jointly referred to as the “Parties” and each of them as a “Party”.

1.2.  Unless otherwise agreed in writing, by entering into any sale or supply agreement with Adaltis, the Purchaser accepts the General Conditions hereof.

1.3.  The Order sent by the Purchaser and accepted by Adaltis (the “Order”), any special conditions agreed upon in writing by the Parties (the “Special Conditions”) and the General Conditions 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 Special Conditions or in the General Conditions, the provisions set forth in the Order shall prevail. In case of discrepancy or conflict between the provisions set forth in the Special Conditions and those set forth in the General Conditions, the provisions set forth in the Special Conditions shall prevail.

1.1.  The Agreement shall be deemed to have been entered into upon acceptance by Adaltis of the Order or upon Adaltis performance of the Order, whichever the earliest.

1.2.  Unless otherwise set forth in the Agreement, any Order of the Purchaser which Adaltis has not accepted within 15 (fifteen) days from its receipt, shall be deemed rejected. Adaltis is not bound to accept any Order.

1.3.  Any offers or quotations made by Adaltis (the “Offers”) which the Purchaser has not accepted within 15 (fifteen) days from their receipt (or within the term indicated in the Offer, if any), shall be deemed null and void.

1.4.  The offers made by agents and/or representatives of Adaltis are not binding on Adaltis until they have been accepted by Adaltis.

1.5.  The delivery or publication of the General Conditions by Adaltis shall not be deemed a contractual offer nor implies acceptance of any offers or orders made by the Purchaser. Nonetheless, the General Conditions supersede and replace any general conditions previously proposed by either Parties.

1.6.  Where an export or import license, a foreign exchange control authorisation or another similar authorisation is required for the performance of the Agreement, the Party responsible for obtaining the license or the authorisation shall act with due diligence to obtain it in due course. If the required license or authorisation 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).

1.7.  The Purchaser shall place a minimum order quantity ‘MOQ’ of 5 (five) units per item number/code for reagents or kits related to Adaltis branded items.

1.7.1.     For sample/trail orders of assays the MOQ is three (3) kits per item number/code. For these orders the handling fee shall be waived.

1.8.  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.

1.9.  Orders with a value lower than €5000 shall be paid fully in advance, no credit facility will be applicable nor granted. 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.

1.1.  The weight, dimensions, capacities, prices, performance ratings and other data included in catalogues, advertisements, manuals, price lists or other documents, or appearing on Adaltis’ website or any other website, shall not be binding unless they are by reference expressly included in the Agreement.

1.2.  Adaltis will provide free of charge the Purchaser with the instruction manuals for the use and maintenance of the Products.

1.3.  All (pre shipment) inspection auditing verification costs as charged by the inspecting body/third party, will be borne by the Purchaser

1.4.  Costs related to legalisation of documents will be borne by the Purchaser with a minimum fee of €250,-- (EUR250,--).

1.1.  Unless otherwise expressly provided, all prices indicated in the Offer(s) or in the Agreement, as well as those indicated in Adaltis’ price-lists and catalogues, 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.

1.2.  Any payment made by means of a bank/wire transfer shall be without expenses for Adaltis.

1.1.  Unless otherwise set forth in the Agreement, Adaltis will deliver the Products “ex-works” (Incoterms 2010: EXW).

1.2.  The risk in the Products will pass as indicated by Incoterms 2010. Notwithstanding the foregoing, title and ownership in the Products will be transferred to the Purchaser only upon full payment of any amount due to Adaltis in respect of such Products.

1.1.  Unless otherwise expressly indicated, delivery terms are not binding.

1.2.  The delivery terms shall be calculated based on:

a)   the date of Adaltis’ acceptance of the relevant Order, or

b)   the date of payment by the Purchaser, in case the Agreement provides for advanced payment.

1.3.  In case Adaltis fails to deliver the Products within a binding delivery term, the Purchaser shall be entitled to terminate the Agreement by giving written notice to Adaltis in respect of all undelivered Products and of the delivered Products which cannot be properly used without the undelivered Products. In case the Purchaser so terminates the Agreement, it shall be entitled:

a)   to recover any payment made in respect of such Products,

b)   to reject the delivered Products which cannot be properly delivered excluding any other remedy.

1.4.  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, the Purchaser shall make any payment provided in the Agreement as if the Products were delivered. In such case, 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.

1.5.  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.

1.6.  Adaltis will ship ordered reagents with a shelf-life of minimum 10-months on moment of shipping. Only for an expiry below 10-months Adaltis will advise the Distributor prior. It is upon Distributor to accept the shelf-life of the reagents or to refuse in writing/e-mail accordingly in a timely manner.

1.1.  Payment terms are indicated in the Agreement. In the absence of such an indication, the Purchaser shall pay the relevant consideration within 30 (thirty) days from the notification from Adaltis to the Purchaser that Products have been dispatched.

1.2.  Any delay in payments will entitle Adaltis:

a)    to suspend the performance of the Agreement (including, without limitation, the suspension of the deliveries of any Products) until such payment is made; and

b)    to claim interests calculated at the rate indicated by law (Italian Decree 231/2002, enacting Directive 2000/35/EC on combating late payments in commercial transactions) or at the rate of 18% (eighteen percent) per annum, whichever is higher; and

c)    to terminate the Agreement by giving written notice thereof to the Purchaser, in case the delay in any payment exceeds 30 (thirty) days.

1.3.  Any complaints made by the Purchaser or any dispute between the Parties will not entitle the Purchaser to delay or suspend any payments.

1.4.  In case of payments to be made in instalments, failure to timely pay any instalment entitles Adaltis to claim immediate payment of the entire consideration.

1.5.  Any payments made to Adaltis’ agents and/or representatives shall not be deemed received by Adaltis until the relevant amounts have been credited to Adaltis.

1.1.  Whenever the Purchaser deems that the delivered Products do not conform to the Agreement, it shall notify Adaltis in writing within 5 (five) days from the receipt of said Products. In case the Purchaser does not notify Adaltis within such term, the Products will be deemed as being accepted by the Purchaser, who shall not be entitled to reject them, without prejudice to the provisions of clause 9 below (Warranty).

1.2.  The Purchaser cannot reject the Products for any defect, damage or non-conformity occurred after the passage of the risk.

1.3.  Upon written request of Adaltis, the Purchaser shall deliver the rejected Products back to Adaltis, at Adaltis’ risk and expenses. In the absence of such written request, the Purchaser shall not deliver such Products back to Adaltis and, after 30 (thirty) days of their receipt, the Purchaser shall dispose of them at its costs and expenses.

1.1.  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”).

1.2.  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.

1.2.1.     After the Warranty Period, replacement Products or parts shall be delivered “ex-works” (Incoterms 2010: EXW) by Adaltis

1.3.  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.

1.4.  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.

1.5.  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.

1.6.  Adaltis is organising and providing instrument trainings for application and service at the Adaltis Training Centre in Guidonia/ltaly. Adaltis will provide such trainings against a fee;

a)    The attending company/trainee will be responsible for the costs of travel, hotel and expenses of its employee(s). The company or person(s) who will take responsibility to service, maintain, install, program or operate an instrument shall be aware about possible loss of instrument warranty when non-certified users/specialists/technicians or not authorised staff of any kind will operate, repair, maintain, service, move, replace or clean the instrument purchased. Un­authorised use of the instrument, or to use the instrument in a manner where it is not intended for, will result in immediate termination of instrument warranty.

b)    The company or person(s) who will take responsibility to service, maintain, install, prograr,n or operate an instrument shall accept that until it has employed/hired service technician and or application specialist that are recently certified by Adaltis for the proper works, the that technical support from Adaltis is from a fair level but may be limited due to a missing technical local experts.

1.1.     Unless otherwise set forth in the Agreement, any tacit renewal of the Agreement is excluded.

1.2.     Unless otherwise set forth in the Agreement, in case the term of the Agreement exceeds 30 (thirty) days, Adaltis may terminate the Agreement at any time by giving the Purchaser 15 (fifteen)-day prior written notice.

1.1.     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.

1.1.     The Regulatory Requirements, Surveillance, Traceability and Liability are included in Annex “RR”.

1.1.     The Purchaser acknowledges that Adaltis’s 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.

1.1.     Each Party shall not disclose to third parties confidential information concerning the other Party of which it became aware in the performance of the Agreement. The Purchaser shall not disclose to third parties any information concerning the Products.

1.1.     All personal data provided by the Purchaser shall be exclusively used for purposes strictly connected and instrumental to the performance of the Agreement pursuant to Sect. 13 of Legislative Decree no. 196/03.

1.1.     Recitals and schedules form an integral and essential part of the Agreement. Each reference made to price-lists, to the General Conditions or to any other Adaltis’s 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, General Conditions and any other material without prior notice. Any term is to be intended in calendar days/months, unless otherwise expressly provided.

1.1.     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.

1.2.     Any dispute arising out of or in connection with the Agreement shall be submitted to the exclusive jurisdiction of the Court of Milan (Italy).

1.1.     Annex “RR” - Quality & Regulatory Roles and Responsibilities of Adaltis and Distributor.