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Art. 1 Applicability

1.1 The legal relationship between ZETA-PARTS (hereinafter referred to as the “Seller”) and the Buyer are subject exclusively to the General Terms and Conditions of Sale here present, the Special Terms and Conditions of Sale and the Ancillary Terms proper to each individual sales transaction.

1.2 The Special Terms and Conditions of Sale consist of the Guidelines on Product Returns, the Terms applicable to specific services Seller may offer, such as training, repair, etc., to Seller’s shipping modalities, etc. The Ancillary Terms proper to each individual sales transaction consist of the quotation and/or the order confirmation and/or shipping information and/or any other written contract between Seller and Buyer.

1.3 The General Terms and Conditions of Sale, the Special Terms and Conditions of Sale and the Ancillary Terms are binding upon confirmation by Seller of Buyer’s order and are hereinafter collectively referred to as the “Agreement”.

1.4 In the case of contradiction between these present General Terms and Conditions of Sale and the Special Terms and Conditions of Sale, the Special Terms and Conditions of Sale shall have priority. In the case of contradiction between the Special Terms and Conditions of Sale and the Ancillary Terms, the Ancillary Terms shall have priority.

1.5 Failure or delay by the Seller in enforcing or partially enforcing any provision of the Agreement shall not be construed as a waiver of any of its rights under the Agreement, at present or in the future.

1.6 Seller communicates its General and its Special Terms and Conditions of Sale to Buyer through a link to its dedicated webpage on its Ancillary Terms and/or through its e-commerce system. Seller communicates its Ancillary Terms to Buyer by its e-commerce system and by e-mail.

1.7 Buyer cannot unilaterally or tacitly depart from the Agreement in any way whatsoever (e.g. by simple conduct). The Agreement excludes the application of any of the Buyer’s general or special terms and conditions. Buyer consequently recognizes that its general or special conditions do not apply to the Agreement.

1.8 The Seller retains the right to modify the terms of the Agreement at any time, by announcement on its dedicated webpage. Such modification is binding upon acceptance by Buyer of Seller’s order confirmation dated fifteen (15) or more calendar days later than the modification date.

1.9 The Agreement supersedes all written or oral arrangements, contracts, proposals and commitments related to the object described in the Agreement, entered into at a prior date.

Art. 2 Quotations and orders

2.1 Quotations are free of charge and are indivisible. Quoted prices are valid during thirty (30) calendar days, subject to availability. A quotation represents a mere proposal by the Seller and does not bind the Seller, not even following acceptance by the Buyer. Only written acceptance by the Seller through order confirmation creates an Agreement.

2.2 Buyer must place its orders through Seller’s e-commerce system, or by e-mail, and conduct all ensuing communication relating to its order through one of these channels, unless indicated otherwise in the Agreement.

2.3 The Seller assumes that the information, drawings and other data submitted by the Buyer are correct and may use these as the basis of his quotation. Where the Buyer himself places an order by citing himself references to the Seller, then the Seller shall assume that these correspond with the Product effectively required.

2.4 Even though all illustrations, measurements, capacities, weights and other details regarding machines and parts, price lists, offers included in the Seller’s catalogue or the Seller’s website are compiled with the greatest possible care, they only constitute an approximation and are purely informative and thus given free of obligation.

Art. 3 Subject

3.1 The subject of each individual sales transaction is explicitly described in the Agreement and covers the part(s), equipment, tool(s), machine(s) and/or service(s) described therein. The subject is hereinafter referred to as the “Products”.

3.2 The Buyer is entirely responsible for the choice of the Products. The Products are standard items which are not specifically created for the Buyer’s needs, or items which the Seller, at the Buyer’s request, adapted to meet the specifications described by the Buyer. The Seller is free from any responsibility should it become apparent that the Products do not meet the specific needs of the Buyer, when the Products do meet the specifications described by the Buyer.

Art. 4 Price

4.1 The price for the Products is determined in the Agreement (hereinafter referred to as the “Purchase Price”). The Purchase Price is exclusive of VAT, taxes and levies, import or export duties. The Purchase Price includes neither charges for delivery or collection of the Products nor the costs of any possible assembly, installation and start-up or, as the case may be, putting them into service (hereinafter referred to as the “Costs”). The Costs are at the Buyer’s expense and shall be separately invoiced, and will themselves be exclusive of VAT, taxes and levies, which are payable in addition to the Costs.

Art. 5 Payment

5.1 Unless otherwise expressly agreed upon in writing in the Agreement, the Buyer shall pay the Purchase Price and the Costs, mentioned in the Seller’s invoice, from his account deposit made prior to the Seller or via a transfer (if there are not enough money in his deposit) to the account number mentioned on the invoice, and mentioning the details as on the invoice. The Seller does, however, have the right to ask for a payment prior to delivery.

5.2 The Purchase Price and the Costs are only effectively paid from the moment they have actually been received by the Seller.

5.3 The Buyer shall not be entitled to suspend and/or delay the payment of the purchase price, nor to set off its debit towards the Seller, even in case of claims connected with this purchase and raised for whatsoever reason, including in a judicial proceeding.

5.4 Should the Buyer request at the time of placing the order for invoicing to be passed to a third party, the Buyer, in spite of invoicing to a third party, remains principally and indivisibly held to the fulfillment of all commitments.

Art. 6 Transfer of ownership and risk

6.1 The Products are at the risk of the Buyer from the time of delivery.

6.2 The ownership of the Products remains with Seller until delivery.

6.3 In the ordinary course of business, Buyer is entitled to resell the Products of which the ownership has not yet passed to Buyer. In such case, the Buyer automatically assigns to Seller all claims against its customers that result from the resale of Products with respect to which ownership remains with Seller, in the amount equal to the Purchase Price for those Products, for as long as ownership of such Products has not passed to Buyer. Buyer has the authority to collect the claims resulting from the resale. Upon Seller’s request, Buyer must notify its customers of the assignment of the claim and deliver all information required to enforce Seller’s rights, to Seller.

6.4 The Buyer acknowledges that the Seller or one of its affiliated companies remains the exclusive owner of all the intellectual property rights related to the Products and the name and logo under which they are sold by the Seller and undertakes to make no claim on them, whatsoever.

Art. 7 Delivery

7.1 Delivery to a Buyer who is established within the European Economic Area occurs EXW ZETA-PARTS (Incoterms 2010), unless otherwise agreed upon in writing between the Seller and the Buyer in the Agreement. Where, contrary to the aforementioned, it is agreed upon in writing that the Products shall be delivered to the Buyer or to an address specified by the Buyer, then this delivery may occur in the absence of the Buyer. In that case, subject to Art. 5.1, the consignment note is valid as proof of delivery.

7.2 In the event of damage to the packaging and/or an insufficient number of packages, the Buyer shall record this on the consignment note at the moment the Products are delivered, where it is available. He shall inform the Seller in writing, by e-mail sent within twelve (12) hours following delivery of the Products with attached pictures of the damages and the waybill copy with the notes made by the Buyer on it.

7.3 Delivery periods are merely indicative and are not of the essence for the Buyer. Late delivery or material impossibility to execute the Agreement cannot be a reason for compensation at the Seller’s expense, or refusal by the Buyer to take delivery of the Products.

7.4 A possible expressly agreed delivery period only starts from the time when the Seller is in possession of all information and documents required to implement delivery.

7.5 Where the Seller has committed himself expressly and in writing to compensation in the case of late delivery in the Agreement, this compensation is only due where the Buyer advises the Seller by registered letter, within the essential term of five (5) calendar days as from the expiry of the delivery period, to be in default because of exceeding the delivery period, enclosing proof of the damage suffered. The Seller shall, nevertheless, not be bound to compensation where late delivery is the result of Force Majeure, or is the fault of the Buyer. In the last case the Buyer is liable for the damage suffered and expense incurred. Force Majeure is defined as, without this summary being limiting: order from the authorities, mobilization, war, epidemic, lock-out, strike, demonstration, defects, fire, flood, explosion, lack of raw materials or labor forces, changed economic circumstances, vandalism, exceptional weather conditions and all circumstances which are outside the Seller’s control and disturb the ordinary course of business, without the Seller being required to demonstrate the unexpectedness of these circumstances. In any case, the potential compensation as a result of late delivery is limited to 0.5% of the Purchase Price for each complete week following the 21st working day after the delivery date, with a maximum amount equal to 5% of the Purchase Price.

7.6 The Buyer cannot invoke late delivery by the Seller to terminate the Agreement.

Art. 8 Right of retention

8.1 In the event of non-payment in whole By the Buyer, of the Purchase Price and/or Costs, the Seller has a right of retention of all items and documents which were handed to him by the Buyer until complete payment of the all due amount.

Art. 9 State of the Products and guarantee by the Seller

9.1 Second-hand Products are received by the Buyer in their state at the time of the delivery. The receipt of the second-hand Products by the Buyer at the moment of delivery, laid down in the Incoterm in Art. 7.1, implies acceptance of the Products.

9.2 Should the Buyer be of the opinion that the new Products do not conform to the order or have been visibly damaged, the Buyer shall submit a written complaint to the Seller within 48 hours of delivery of the Products. Should the Seller not have received a written complaint from the Buyer within the aforementioned time limit, the Buyer is presumed to have accepted the Products.

9.3 Hidden defects must be reported to the Seller by the Buyer within a period of eight (8) working days after they have been discovered by the Buyer or normally should have been discovered by the Buyer, by registered letter to the Seller, and in any case within a period of three (3) months following the date the Products were delivered.

9.4 As far as Products which have been made to size and reconditioned Products are concerned, the Seller shall furthermore only be responsible for hidden defects which affect the essential components of the Products and which oblige the Buyer to undertake radical repairs to an extent that the Buyer would never have signed the Agreement had he known about these hidden defects.

9.5 The Seller does not need to indemnify the Buyer where:

9.5.1 The Buyer or any third party has carried out repairs or alterations to the Products or has attempted to do this;

9.5.2 The defects are the result of incorrect or abnormal use, for instance, the use of the Products for purposes other than those for which they might reasonably be suited, overloading, inexpert use in a manner which does not match the instructions for correct use, assembly, maintenance, installation or use that is not conform to the technical or safety norms valid for the location where the Products are used;

9.5.3 Any damage occurs which is related to usual wear, to failures caused by inexperience and/or negligence of the Buyer, to overburdens, to non-authorized interventions, to fortuitous events and Force Majeure;

9.5.4 The defects are not timely (i.e. within the periods mentioned in Art. 9.3 and 9.4 above) reported in writing to the Seller in accordance with the Special Terms and Conditions of Sale, in particular the Guidelines on Product Returns.

9.6 Where Products present any lack of conformity, visible damage or hidden defect as mentioned above, and, after the examination by the Seller’s technicians, the Products result to be affected by the defects, the lack of conformity or the visible damages notified by the Buyer, it is explicitly agreed upon that the Seller, according to his expert insight and according to his choice, may either repair the Products or may replace the Products, or permit a price reduction, or that the Agreement should be terminated with refund of the Purchase Price and return of the Products. The Buyer does not have the right to ask for additional compensation.

9.7 The ownership of Products which the Seller has refunded or replaced shall automatically be transferred to the Seller. All costs for transport, customs, assembly, disassembly, travel and accommodation expenses of Seller’s representatives remain at the Buyer’s expense.

9.8 All implied warranties or conditions are excluded to the extent permitted by law.

Art. 10 Complaints and Product returns

10.1 All complaints and Product returns shall be governed by and construed in accordance with the Guidelines on Product Returns, to be found on the dedicated webpage of the Seller.

Art. 11 Liability

11.1 The following provisions set out the entire liability of the Seller (including any liability for the acts or omission of its employees, agents, representatives and sub-contractors) to the Buyer in respect of any breach of the Agreement and any representation, statement or tortuous act or omission, including negligence, arising under or in connection with the Agreement.

11.2 Without prejudice to the damage resulting directly from the breach by the Seller of his explicit commitments undertaken by the Seller by virtue of this Agreement, the Seller’s liability is limited to the liability which is mandatory in accordance with the applicable law.

11.3 Should the Seller be liable in accordance with Art. 11.2, the Seller can never be held liable to the Buyer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Agreement.

11.4 Should the Seller be liable according to Art. 11.2, the maximum amount of his liability is in any case explicitly limited to the amount of the Purchase Price.

11.5 The Buyer, who is approached by third parties as a result of damage caused by a defect in the Products which were delivered by the Buyer to third parties in any form, is in no instance entitled to make a claim for redress against the Seller.

11.6. Nothing in these General Terms and Conditions of Sale excludes or limits the liability of the Seller:

11.6.1 For death or personal injury caused by the Seller’s negligence;

11.6.2 Under section 2(3) Consumer Protection Act 1987;

11.6.3 For any matter which it would be illegal for the Seller to exclude or attempt to exclude its liability;

11.6.4 For fraud or fraudulent misrepresentation.

Art. 12 Suspension and dissolution

12.1. In the case of non-payment or incomplete payment of the invoice relating to a running individual sales transaction on the due date laid down in Art. 5.1, the Seller has the right to refuse to enter into a new individual sales transaction or to suspend the fulfillment of his commitments under any running individual sales transaction with the Buyer.

12.2 Without prejudice to Art. 12.1, the Seller has the right to suspend fulfillment of his commitments where, after entering into the Agreement, Seller becomes aware of any circumstance which may cause the financial status of the Buyer to substantially deteriorate. If the Seller suspends fulfillment of his commitments under the Agreement, he must advise the Buyer immediately of the suspension.

12.3 Where it is clear to the Seller that the Buyer will make himself guilty of a serious shortcoming before Seller’s fulfillment of his commitments under the Agreement, the Seller has the right to declare the Agreement dissolved.

Art. 13 Miscellaneous

13.1 In the event one or more provisions of the Agreement are declared void, this shall in no way affect the validity of the other provisions. The parties undertake to do their utmost to replace such voided provision by a valid provision which has the same or largely the same economic effect as the voided provision, by mutual consent.

13.2 For the duration of the Seller-Buyer business relationship, the Seller or one of its affiliated companies is storing information communicated by the Buyer (hereinafter referred to as the “Data”), in its customer relations database in accordance with the applicable data protection legislation. If the Buyer wishes to consult and correct the Data, it must request so by sending a registered letter to the Seller’s sales department. The Seller shall not communicate the Data to third parties that are not affiliated to Seller.

13.3 For the application of the present Agreement, working days are considered as: Monday to Friday inclusive, except where this day is an official public holiday in the country of the Seller.

13.4 The parties to the Agreement do not intend that any term of the Agreement shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

13.4 Only the General and Special Terms & Conditions of Sale in English are authentic. In case the Seller makes available other language versions of the General and Special Terms & Conditions of Sale, these are purely informative and parties cannot derive any rights there from.

Art. 14 Assignments

14.1 The Seller may assign the Agreement or any part of it to any person, firm or company.

14.2 The Buyer shall not be entitled to assign the Agreement or any part of it without the prior written consent of the Seller.

Art. 15 Applicable laws

15.1 With respect to what is not explicitly provided for in the General and Special Terms and Conditions of Sale and Ancillary Terms, the parties refer to the law of the country in which Seller is established, which governs this Agreement. The application of the Vienna Convention on International Sale of Goods is explicitly excluded.

Art. 16 Competent courts

16.1 All disputes concerning the interpretation and enforcement of the Agreement shall be submitted to the exclusive jurisdiction of the competent Courts nearest to the registered office of the Seller, with the express exclusion of any other competent Court.

16.2 Art. 16.1 shall operate for the benefit of the Seller and accordingly the Seller shall be entitled, at its own discretion, to waive the exclusive jurisdiction set forth in Art. 16.1, and therefore take proceedings against the Buyer in its domicile and in any other court or courts having jurisdiction.