The following translation of the General Conditions of Sale must be considered indicative and in the event of complaints or disputes between REM device Srl and the Customer, the reference is the official version in Italian language.
General Conditions of Sale
1 – Definitions
1.1 For the purposes of these general conditions of sale (hereinafter referred to as “Conditions of Sale”), the following terms will have the meaning attributed below:
- “REMdevice”: REMdevice Srl;
- “Customer”: any company, body or legal entity that purchases “REMdevice” “Products” from the “REMdevice”;
- “Products”: goods produced, assembled and/or sold by “REMdevice” to the “Customer”, and also consultancy and assistance services provided by “REMdevice” to the “Customer”;
- “Purchase Order”: purchase proposal for the “Products” sent by the “Customer” to “REMdevice”, documented and tracked;
- “Order Confirmation”: each sales contract issued by “REMdevice” to the “Customer” from which “REMdevice” receives a “Purchase Order”;
- “Sale”: commercial transaction following an “Order Confirmation” which transfer the ownership “Products” from “REMdevice” to the “Customer”;
- “Trademarks”: all brands of which REMdevice is the owner / licensee;
- “Intellectual Property Rights”: all intellectual and industrial property rights of “REMdevice”, including, without limitation, rights, whether registered or not, relating to: patents for inventions, designs or models, utility models, trademarks, know-how, technical specifications, data, as well as any application or registration relating to such rights, any other right or form of protection of a similar nature or having equivalent effect.
2 – Purposes
2.1 These Conditions of Sale apply to all Sales of Products. In the event of a conflict between the conditions and terms set out in these Conditions of Sale and the conditions and terms agreed in the individual Sale, the latter will prevail. REMdevice will not be bound by the Customer’s general purchase conditions, even in the event that reference is made to them, or they are contained in the orders or in any other documentation originating from the Customer, without the prior written consent of REMdevice. The Customer’s general purchase conditions will not be binding for REMdevice even as a result of tacit consent.
2.2 REMdevice reserves the right to add, modify or eliminate any provision of these Conditions of Sale, it being understood that such additions, modifications or deletions will apply to all Sales concluded starting from the thirtieth day following the written notification to the Customer of the new Conditions of Sale.
3 – Orders and Sales
3.1 The Customer must forward specific Purchase Orders to REMdevice, containing the following elements:
- the company name or any other indication that eliminates any ambiguity regarding the identity of the person ordering the Purchase,
- the product code and all the information necessary for its exact definition, possibly attaching accompanying documentation and diagrams,
- the requested quantity,
- the delivery date indicated in the offer,
- the previously agreed payment terms,
- the previously agreed upon conditions of return of the goods,
- the agreed sales price.
3.2 The Sale will be considered successful only after payment has been made.
3.3 After three working days from the date of receipt of the Order Confirmation without REMdevice receiving a written complaint by e-mail from the Customer within the aforementioned period, the Order Confirmation will be deemed accepted and binding for the Customer and for REMdevice.
3.5 Purchase Orders for which REMdevice has issued an Order Confirmation, that is duly accepted by REMdevice, cannot be canceled by the Customer without the written consent of REMdevice.
4 – Product prices
4.1 The official prices applied by REMdevice to the Products are indicated in the Order Confirmation previously indicated in any Offer document sent by REMdevice to the Customer upon explicit request of the latter. In cases where the Purchase Order has prices that are different from what REMdevice can confirm, a new Offer will be issued so that the Customer can appropriately correct the original Purchase Order by issuing a new one.
4.2 REMdevice will retain ownership of the Products until the price of the same has been fully paid. The Customer must fulfill all the obligations required by local laws in order to make this retention of title clause valid and enforceable towards all third parties, including by registering it in any appropriate register, where locally required.
4.3 REMdevice reserves the right to unilaterally modify the official prices, without notice and starting from the thirtieth day following the expiry date of the Offer, if not sanctioned by the Order Confirmation document.
5 – Delivery terms
5.1 Except as otherwise agreed in writing between the parties, REMdevice will deliver the products ex-works to its factories, as this term is defined in the INCOTERMS 2020 published by the International Chamber of Commerce and in their most updated version, in force at the time of delivery. If requested, REMdevice will transport the Products at the Customer’s risk and expense.
5.2 Delivery must take place within the deadline indicated in the Purchase Order as accepted in the Order Confirmation or, if the deadline has not been indicated in the Order, within 30 days starting from the first working day following the confirmation of the individual Order. Delivery terms are indicative and non-essential pursuant to art. 1457 of the Civil Code and, in any case, do not include transport times.
5.3 Except as provided in the previous art. 5.2, REMdevice will not be considered responsible for delays or non-delivery attributable to circumstances that are beyond its control, such as by way of example and without claiming to be exhaustive:
- inadequate technical data or inaccuracies or delays by the Customer in transmitting to REMdevice information or data necessary for shipping the Products;
- difficulties in obtaining supplies of raw materials, delays from suppliers of essential parts;
- contingent problems related to production or order planning;
- partial or total strikes, lack of electricity, natural disasters, measures imposed by public authorities, difficulties in transport, riots, terrorist attacks and all other causes of force majeure;
- delays by the shipping company.
5.4 The occurrence of some of the events listed above will not give the Customer the right to request compensation for any damages or compensation of any kind.
6 – Transport
6.1 Except as otherwise agreed in writing between the parties, transport will always take place at the expense and risk of the Customer. If REMdevice, pursuant to art. 5.1, is asked to take care of the transport of the Products, will choose the means of transport it deems most appropriate in the absence of specific instructions from the Customer.
7 – Payments
7.1 Except as otherwise agreed in writing between the parties, REMdevice, at its discretion, will issue invoices at the time of shipment or at the end of the relevant month by sending a copy by email.
7.2 Payments must be made in Euros and within the deadline agreed in the Order Confirmation or in the Invoice.
7.3 Failure to pay within the agreed time will give REMdevice the right to ask the Customer to pay the overdue interest at the rate established by D.Lgs. 231/2001 and its additions or amendments regarding the regulation of administrative liability of legal entities, companies and associations even without legal personality, of which the parties declare that they are aware of the content.
7.4 Failure to pay or delay in payments exceeding 60 days will give REMdevice the right to suspend delivery of the Products and terminate each individual signed Sale. Suspension of delivery of the Products or termination of Sales will not give the Customer the right to claim any compensation for damages.
7.5 Any complaint relating to the Products and/or their delivery cannot in any case justify the suspension or delay in payment.
8 – Non-conformities
8.1 Any discrepancy in the Products delivered to the Customer with respect to the type and quantity indicated in the Order Confirmation must be reported in writing to REMdevice within five days of the delivery date. If the complaint is not communicated within the aforementioned deadline, the Products delivered will be considered as compliant with those ordered by the Customer.
9 – Warranty
9.1 Except as otherwise agreed in writing between the parties, REMdevice guarantees that the Products are free from faults/defects (with the exclusion of those parts of the Products which are not produced by REMdevice) for a period of 3 (three) years, starting from the date of delivery of the same to the Customer. Proof is given by the delivery note..
9.2 The guarantee will not apply with reference to those Products whose malfunction is due to:
- damage caused during transportation or
- negligent or improper use of the same or
- failure to comply with REMdevice instructions relating to the operation, maintenance and storage of the Products or
- repairs or modifications made by the Customer or third parties without the prior written authorization of REMdevice or
- batteries supplied by REMdevice, either as accessories for finished products or as spare parts, but left unused for more than one year from the time of shipment.
9.3 The Customer must report the presence of faults or defects in writing to REMdevice within 8 days of delivery of the Products if they are obvious faults or defects, or, within 8 days of discovery in the case of hidden faults or defects or those not detectable by a person of medium diligence.
9.4 Provided that the Customer’s complaint is covered by the warranty and notified within the terms set out in article 9.3, REMdevice will undertake, at its discretion, to replace or repair each Product or the parts thereof which present faults or defects.
On products repaired with a warranty expiring within one year, or which has already expired at the time of the repair request by the Customer, REMdevice provides a one-year warranty.
9.5 The Products subject to the complaint must be immediately sent to REMdevice, or to any other place that the latter will indicate from time to time, at costs and expenses borne by the Customer unless otherwise agreed between the parties, in order to allow REMdevice to l carrying out the necessary checks. The warranty does not cover damage and/or defects of the Products resulting from anomalies caused by, or connected to, parts assembled/added directly by the Customer or the end user. If, under this warranty, a defective Product or component is replaced, ownership of the replaced Product or component will revert from the Customer to REMdevice.
9.6 In any case, the Customer will not be able to assert warranty rights towards REMdevice if the price of the Products has not been paid under the agreed conditions and terms, even if the failure to pay the price under the agreed conditions and terms refers to to Products other than those for which the Customer intends to assert the guarantee.
9.7 REMdevice guarantees the conformity of the Products with the rules and regulations of the European Union.
9.8 Without prejudice to what is indicated in the previous art. 9.3 and except in the case of willful misconduct or gross negligence, REMdevice will not be liable for any damage deriving from and/connected to defects in the Products. In any case, REMdevice will not be held responsible for indirect or consequential damages of any nature such as, by way of example, losses resulting from the Customer’s inactivity or lost profits.
9.9 In any case, the Customer’s right to compensation for damages of any kind cannot exceed the maximum value of the Products that present defects or vices.
9.10 REMdevice maintains commercial relationships exclusively of a Business-to-Business type and therefore does not apply the provisions of the European Directive 2011/83/EU for consumer protection regarding the return period of the Products up to fourteen days after sending the material.
10 – Intellectual Property Rights
10.1 The Intellectual Property Rights are the total and exclusive property of REMdevice and their communication or use within the scope of these Conditions of Sale does not create, in relation to them, any right or claim for the Customer. The Customer undertakes not to carry out any act incompatible with the ownership of the Intellectual Property Rights.
10.2 The Customer declares that:
- REMdevice is the exclusive owner of the Trademarks;
- will refrain from using and registering trademarks that are similar and/or confusingly similar to the Trademarks;
- will use the Marks exclusively in compliance with REMdevice’s instructions and exclusively for the purposes set out in these Conditions of Sale.
11 – Express termination clause
11.1 REMdevice will have the right to terminate, pursuant to and for the purposes of the art. 1456 of the Italian Civil Code, at any time by written communication to be sent to the Customer, the individual Sale in the event of failure to fulfill the obligations set out in articles: 4 (Product Prices); 7 (Payments); 10 (Intellectual Property Rights).
12 -Change in the financial situation of the Customer
12.1 REMdevice will have the right to suspend the fulfillment of the obligations deriving from the Sale of the products, based on the art. 1461 of the Italian Civil Code, in the event that the Customer’s financial conditions become critical, unless suitable guarantees are provided.
13 – Legal domicile, applicable law and jurisdiction
13.1 REMdevice is legally domiciled at via Alfredo Munari 72, 36055 Nove – Vicenza (Italy).
13.2 The Conditions of Sale and each individual Sale will be governed and interpreted in accordance with Italian Law with the exclusion of the 1980 Vienna Convention on contracts for the international sale of movable goods.
13.3 Unless otherwise agreed, all disputes arising from or connected to these Conditions of Sale and/or any Sale will be subject to the exclusive jurisdiction of the Court of Vicenza, Italy.
13.4 Except as agreed in the previous art. 13.3, REMdevice reserves the right to bring legal action as a plaintiff even in the Customer’s place of residence, in Italy or abroad.