- OFFER AND ACCEPTANCE. The terms and conditions hereunder constitute Seller's offer to Buyer and acceptance by Buyer so that every resulting sale is expressly limited to and conditioned upon Seller's terms and conditions as set forth below. Buyer’s objections to any of Seller's terms and conditions must be expressly stated and brought to the attention of Seller in a written document separated from purchase orders or other printed form of Buyer. Said objections, or the incorporation of any additional or different terms or conditions by Buyer into any order, shall constitute non- acceptance of these terms and conditions, release Seller from any obligation or liability hereunder and constitute a proposal of new terms and conditions which shall be termed objected to by Seller unless expressly accepted in writing by a Seller’s authorised representative. Acknowledgements of purchase order signed by Seller and returned to Buyer shall not constitute acceptance by Seller of any additional or different terms or conditions, nor shall Seller's commencement of effort, in itself, be construed as acceptance of an order containing additional or different terms and conditions.
- PRICES are in €. They and discount schedules are subject to change without notice and are prepared for the purpose of furnishing general information and are not quotations or offers to sell on the part of the company.
- TRANSPORTATION. Seller’s delivery terms are ExW Incoterms 2010. (In particular any transportation damages must be claimed by Buyer to the carrier).
- PAYMENT TERMS are “wire transfer in advance” with € 50.00 extra fee. (Extra UE- companies)
- MINIMUM BILLING will be € 150.00.
- DELAYS. EVER ELETTRONICA shall not be liable for any defaults, damages, or delays in fulfilling any order caused by conditions beyond its control, including, but not limited to: acts of God, strike, lockout, boycott or other labour troubles, war, riot, flood, government regulations, or delays of Seller’s suppliers in furnishing materials or supplies due to one of the foregoing clauses.
- ORDER SCHEDULES. Products shipping schedules for the next 90 days cannot be rescheduled. Schedules beyond 90 days may be rescheduled without penalty.
- TERMINATION. By written notice, given at any time prior to delivery, Buyer may terminate, for his convenience, any or all of the order. Buyer will be liable for all costs incurred by Seller in performance of the order which is cancelled on the actual date of receipt of the written notice of termination. Termination charges may be up to and including 100% of the price of the products.
- PRODUCTS WARRANTY AND LIMITATION OF LIABILITY. Products are warranted by Seller for three year from the date of their bill of delivery. Seller warrants its Products to the original purchaser (the "Customer") to be free from defects in material and workmanship and to be made in accordance with Customer's specifications which have been accepted in writing by Seller. In no event, however, shall Seller be liable or have any responsibility under such warranty if the Products have been improperly stored, installed, used or maintained, or if customer has permitted any unauthorized modifications, adjustments and/or repairs to such Products. Seller 's obligation hereunder is limited solely to repairing or replacing (at its option) at its facilities any Products, or parts thereof, which prove to Seller 's satisfaction to be defective as a result of defective materials or workmanship, in accordance with Seller 's stated warranty, provided, however, that written notice of claimed defects shall have been given to Seller within three year after the date that is affixed to the Product serial number, and within ten days from the date the defect is first discovered. The Products claimed to be defective must be returned to Seller, transportation prepaid by Customer, with written specifications of the claimed defect. Evidence acceptable to Seller must be furnished that the claimed defects were not caused by misuse, abuse, or neglect by anyone other than Seller.
EVER ELETTRONICA also warrants that all of the Seller’s Motion Control Software Programs ("Program(s)") will, when delivered, meet the specifications set forth in Seller 's specifications manual. Customer, however, acknowledges that these Programs are of such complexity and that the Programs are used in such diverse equipment and operating environments that defects unknown to Seller may be discovered only after the Programs have been used by Customer. Customer agrees that as Seller 's sole liability, and as Customer's sole remedy, Seller will correct documented failures of the Programs to conform to Seller 's specifications manual.
EVER ELETTRONICA DOES NOT SEPARATELY WARRANT THE RESULTS OF ANY SUCH CORRECTION AND DOES NOT WARRANT THAT ANY OR ALL FAILURES OR ERRORS WILL BE CORRECTED NOR THAT THE FUNCTIONS CONTAINED IN EVER ELETTRONICA's PROGRAMS WILL MEET ALL THE CUSTOMER REQUIREMENTS OR WILL OPERATE IN EVERY COMBINATIONS SELECTED BY CUSTOMER.
This warranty for Programs is contingent upon proper use of the Programs and shall not apply to defects or failure due to: (i) accident, neglect or misuse; (ii) failure of Customer's equipment; (iii) use of software or hardware not provided by EVER; (iv) unusual stress caused by Customer's equipment; (v) any party other than Seller which modifies, adjusts, repairs, adds to, deletes from or services the Programs. This warranty for Programs is valid for a period of ninety (90) days from the date Seller first delivers the Programs to Customer.
THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES (EXCEPT AS TO TITLE), WHETHER EXPRESSED OR IMPLIED. INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE, AND ARE IN LIEU OF ALL OTHER OBLIGATIONS OR LIABILITIES ON THE PART OF EVER ELETTRONICA CO. EVER ELETTRONICA’s MAXIMUM LIABILITY WITH RESPECT TO THESE WARRANTIES, ARISING FROM ANY CAUSE WHATSOEVER, INCLUDING WITHOUT LIMITATION, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT WARRANTY, PATENT OR COPYRIGHT INFRINGEMENT, SHALL NOT EXCEED THE PRICE SPECIFIED OF THE PRODUCTS OR PROGRAMS GIVING RISE TO THE CLAIM, AND IN NO EVENT SHALL EVER ELETTRONICA BE LIABLE UNDER THESE WARRANTIES OR OTHERWISE, EVEN IF EVER ELETTRONICA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGE OR LOSS RESULTING FROM INABILITY TO USE THE PRODUCTS OR PROGRAMS, INCREASED OPERATING COSTS RESULTING BY LOSS OF THE PRODUCTS OR PROGRAMS, LOSS OF ANTICIPATED PROFITS, OR OTHER SPECIAL INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER SIMILAR OR DISSIMILAR, OF ANY NATURE ARISING OR RESULTING FROM THE PURCHASE, INSTALLATION, REMOVAL, REPAIR, OPERATION, USE OR BREAKDOWN OF THE PRODUCTS OR PROGRAMS, OR ANY OTHER CAUSE WHATSOEVER, INCLUDING NEGLIGENCE.
The foregoing shall also apply to Products, Programs, or parts of the same which have been repaired or replaced pursuant to such warranty in accordance with Seller’s terms of warranty. No person, including any agent, distributor, or representative of Seller, is authorised to make any representation or warranty on behalf of Seller concerning any Products or Programs manufactured by it.