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GENERAL CONDITIONS OF SUPPLY OF ALIANT LITHIUM BATTERIES AND SYSTEMS

 

1 GENERALITY

1.1 The following general conditions of sale are valid for any specific Order Confirmation (OC) concerning Aliant products sent by ELSA Solutions SRL (hereinafter, the "SUPPLIER") to the Client and are an integral part of each Order Purchase relating to the Products and Services, as defined below by Art. 2.

1.2 Any derogatory clauses and any special conditions of supply will have to be specifically indicated in the text of the OC of the SUPPLIER or otherwise agreed in writing. Having the CUSTOMER  received these General Supply Conditions since the formulation of the Offer for acknowledgment and acceptance, the placing of an order by the CUSTOMER to the CONTRACTOR and the subsequent receipt of OC by the SUPPLIER, mean among other things, the acceptance of these general conditions of supply of products and services and any other specific condition resulting from OC, which shall prevail over any conditions of the CUSTOMER Purchase or inserted clauses in the order. 

1.3 Any behavior, even repeated, of one of the parties does not correspond to one or more of these conditions will in no way affect the party's right to request at any time the application of the same.

1.4 The CUSTOMER declares to act within the framework of his trade, business, craft or profession and, therefore, not to be a consumer within the meaning and for the purposes of Legislative Decree no. 206/2005. 

2 PRODUCTS

2.1 Subject of these General Terms of Supply are ALIANT Lithium batteries, chargers and accessories.

3 METHOD OF EXECUTION

3.1 If expressly requested by the CUSTOMER, the SUPPLIER will issue an Offer  (with reference to these General Supply Conditions) which, if accepted, the CUSTOMER will report in an order that will be sent to the SUPPLIER: an Order Confirmation will follow by the SUPPLIER which will make explicit reference these general conditions of supply and containing any exceptions agreed with the CUSTOMER. Each derogation  not shown in OC will have no effect between the parties.

3.2 It is agreed that only by sending the OC the sale contract will be finalized.

3.3 In the event that the CUSTOMER cancels an order in whole or in part after the OC is sent by the SUPPLIER, it is agreed already that an amount equal to 20% of the price of the goods sold will be due by the CUSTOMER by way of damages

4 PRICES

4.1 The price and method of payment will be set in the OC. In case of no specific indication in OC, the price will have to be understood net of all expenses, rebates and taxes and payment must be made within 30 days from the invoice by bank receipt. 

4.2 The price is determined, unless exceptions specifically mentioned in the OC, for the product delivered ex works from the SUPPLIER warehouse, remaining the responsibility of the CUSTOMER its transport, insurance, unloading, installation, commissioning.

4.3 The CUSTOMER may not make loans or exercise any right of retention

4.4 If an advance payment is agreed, the CUSTOMER can not claim the fulfillment by the SUPPLIER prior to the execution of that payment.

4.5 Failure or delay in payment will result in the charge, with effect from the expiration eventually agreed, of the interest calculated in accordance with Legislative Decree no. 231/2002 as well as the forfeiture of the CUSTOMER of the term benefit for other supplies may be in progress with consequent right of the SUPPLIER from requesting immediate payment or suspend or terminate other supply contracts in progress.

4.6 The CUSTOMER is obliged to full payment in the event of dispute or litigation, meaning apply the clause solve et repete.

5 WARRANTY

5.1 SELLER warrants the Products against any failure attributable directly and exclusively to defects in design, manufacturing, labor or materials occurring during the period of twelve (12) months after delivery of the Products, pledging to repair the defects and / or replacement of defective parts of the Products in the manner described below.

5.2 The guarantee will be valid only if the transport, storage, assembly, installation, commissioning, operation and maintenance of the products have been made correctly in accordance with the instruction provided in the manual.

5.3 The guarantee does not apply in the following cases: aesthetic damage, such as scratches, nicks and dents and damage to container damage caused by the product charge with a different charger than expected model or awarded damages caused by accident, abuse, misuse, water, flood, fire or other acts of nature or external causes damage resulting from changes or alterations to the product without the written consent of the Seller or in the event that the appropriate measures to prevent a worsening of the damage loss of inspiration are not immediately applied and / or battery capacity than the nominal value within the warranty period

5.4 This warranty is not also applicable in case of normal wear of the battery, both the ordinary wear and tear due to the operation or to external causes, both the extraordinary wear or failure due to, but not limited for example, the operating overloading, improper use or external causes or defects caused by accidents, force majeure, or from misuse or deterioration of the Products or defects caused by transportation, storage, keeping or use inadequate, and / or behaviors different from the provisions of instructions and warnings provided by the Seller and on the Site, the Products and / or packaging through which the Products are delivered, and in general defects resulting from causes not attributable or outside the control of the Seller.

5.5 For this purpose, it should be noted that the products are only guaranteed against defects and not on the duration, the latter being conditioned by wear and other unfavorable conditions such as, but not limited to, the presence of many electrical accessories , high frequency of charge and discharge cycles, resulting in prolonged disuse sulfation, vibrations, temperatures of storage and / or maintenance.

5.6 The guarantee will not cover in any case the damages, direct or indirect, to persons or property, and is the only guarantee granted to the Buyer, superseding any other condition or warranty, express, implied or statutory that has not been explicitly recognized by the Seller.

5.7 The guarantee is conditional, subject to revocation, to expose the defect or lack of quality, notified in the forms of art. 9 by the Buyer to the Seller within 60 (sixty) days from the moment the Buyer has made the discovery, as well as the express request to seller, always communicated through the forms described, to make a warranty claim.

5.8 Simultaneously, the Buyer will be required to immediately send the product at his own expense at the headquarters of the Seller at the end of the evaluation by the same applicability of the guarantee.

5.9 The seller, within 10 days of receipt, will: if you encounter any defect to the product sold, the communication to the Purchaser in the manner referred to in Article. 8 application of the guarantee and the times in which will, at its sole discretion, either repair or replacement under warranty by sending the same product at the residence indicated by the Buyer in the complaint of the above defect (or, at the express request of buyer, the repayment of the purchase price) in case of non-applicability of the guarantee, the denial of communication application of the guarantee in the manner referred to in Article. 9. In this case, the Buyer may choose, also communicating by e-mail to the seller, to get back at his own expense the allegedly defective product; in the event that the Buyer is not interested, or in any case 30 days elapsed from that notice, the Seller reserves the right to retain the products ..

5.10 Notwithstanding the above, the Buyer may request, at its option, an appropriate reduction of price or termination of this Agreement in the event that: the seller has failed to repair or replacement of defective products within a time period of 90 days replacement or repair previously carried out has caused significant inconvenience to the buyer. In determining the amount of the reduction or the amount to be repaid will take into account the use of the Products.

 

EXCLUSION AND LIMITATIONS OF WARRANTY

6.1 The warranty is void in case of tampering or unauthorized intervention by the dealer or by the manufacturer and does not extend to the product parts normally subject to wear (just as an example: bearings, brushes, filters, ...). The warranty is void also in case of non-compliance of the provisions stated in the INSTRUCTIONS FOR INSTALLATION, USE AND MAINTENANCE.

6.2 THE SUPPLIER disclaims any liability in the event of tampering with products or defects caused by repairs or interventions by third parties unless expressly authorized.

6.3 Dealer will not be required to compensate the direct or indirect damages such as, but not limited to, but not exclusively, loss of production, loss of revenue, billing losses, costs related to the discontinuation of production, etc ..

6.4 THE SUPPLIER be liable for damages suffered by the CUSTOMER and tested up to the maximum amount equal to 50% of the value of the product sold which caused the damage.

7 TERMS OF DELIVERY

7.1 The delivery times are as indicated in the OC which must be understood as indicative and which will take effect from the date of the CDO by the dealer, agreeing henceforth a delay margin in delivery by the dealer to 10 working days, without such a delay could in any way be a source of dispute or compensation from the buyer.

7.2 THE SUPPLIER is exempt from any liability for damages due to delays in delivery are not related to reasons attributable to facts, acts, events outside of their sphere of control.

7.3 In case of late delivery equal to more than 10 working days  attributable to the SUPPLIER, and involving actual harm in chief to the CUSTOMER, the determined amount will be equal to 1% per week up to a maximum of 5% of the value of the product sold .

7.4 SUPPLIER will communicate in writing the message "goods ready", the moment at which, the CUSTOMER must provide for the withdrawal of the product: if the CUSTOMER delays of more than a week the withdrawal, a penalty of 0.5 will be applied % of the total purchase price for each week of delay, storage that, for the time delay, will be carried out on behalf and at the risk of the CUSTOMER.

7.5 In the event that the execution of the sale is delayed for the SUPPLIER to facts without any fault and qualify as force majeure, it can not be imposed by the CUSTOMER any penalty and, if such impediment lasts for more than 3 (three) months, the dealer has the right to terminate the contract without any obligation to compensation

8 PASSING OF RISK

8.1 The products provided are always delivered and sold ex works loaded (ie, ex works with costs and risks - about loading - expertise from dealer) from the SUPPLIER warehouse in Imola, Italy.

8.2 If, by express written agreement reported in the OC, the Products are sold prepaid, the transfer of risk from SUPPLIER to the CUSTOMER, and in any event always takes place at the time when those products leave the warehouse of the SUPPLIER.

9 RESERVE OF PROPERTY 

9.1 SUPPLIER retains ownership of the products sold until full payment of the price ex art. 1523 cc, engaging the CUSTOMER to guard the product diligently until payment in full, assuming the risk for the loss and damage from delivery

9.2 In case of failure to pay even a fraction of the price, the SUPPLIER will be allowed to resume the good, to terminate the contract and retain the sum paid in the meantime by the part-title buyer damages, reserving the right to further damage.

10 TERMINATION CLAUSE

10.1 In case of failure by the Client to any provision of this contract, the contract of sale of deemed ipso facto resolved pursuant to Art. 1456 cc.

11 INFORMATION AND CONSENT (Decree No. 196/2003 on the protection of personal data)

11.1 Pursuant to and by effect of art. 13 D. Lvo 196/03, the CUSTOMER declares to have been informed of the subjects and the ways and of their data processing purposes, and to be aware of the rights of the article. 7 D. Lvo 196/03. With the signing of this Agreement, the CUSTOMER also gives consent, so the dealer collects, maintains, uses and "stretches" the data of which will possess for promotional, commercial, accounting and tax connected with the fulfillment of the Contract . The CUSTOMER also authorizes the dealer to transmit their data to qualified third parties for legal obligations and / or contract connected and / or arising from the relationship existing with the same.

12 LAW AND JURISDICTION

12.1 The governing law is the Italian one.

12.2 Any disputes which may arise between the parties in relation to contracts which these general conditions form an integral part shall be the province of the Court of Bologna - Branch Section of IMOLA.