General Terms of sale and delivery
In these General Terms of Sale and Delivery, “Seller” means the seller of the Goods as
defined herein; “Customer”/"Buyer" means the party purchasing the goods, including any
successors thereof; "Goods" means the goods, products and materials manufactured,
imported, supplied and/or dispatched for or by the Seller to the Buyer.
The sale of products by COSMOLIGHT SRL (Seller) and its divisions, subsidiaries, and affiliates is subject to these terms and conditions (General Terms of Sale and Delivery), regardless of any other or additional terms or conditions that conflict with or contradict this terms and conditions in any purchase order, document, or other communication.
Unless otherwise specifically agreed to in writing by the Seller, these General Terms of Sale and Delivery shall apply to any and all purchase orders placed by the Buyer.
Preprinted terms and conditions on any document of the Customer (for example: purchase orders or confirmations) shall become null and void if found to be in conflict with the following conditions. By ordering any of our products the Customer agrees to be bound by these General Terms of Sale and Delivery.
1. Quotations, Purchase Orders and Order Confirmations
Quotations issued by the Seller, comprising the description, technical features and prices of
the goods shall not be considered as a binding sales agreement in any case, but rather a
quotation. Any errors or omissions in COSMOLIGHT's quotation documents or other related
documentation maybe amended without COSMOLIGHT occurring any liability for damages or
compensation in relation to such errors or omissions. The conditions specified in the
mentioned quotation shall lose all validity and effect after fifteen days (unless agreed
otherwise) from the date they are forwarded to the Customer, unless the Seller receives a
purchase order from the Customer in the meantime. No order submitted by the Buyer shall be
considered to be accepted by the Seller unless and until confirmed in writing by an authorized
representative of the latter.
A reply to a quotation which claims to be an acceptance but contains additions, limitations or other modifications relating, among other things to the price, payment terms, quality and quantity of the goods, place and time of dispatch constitutes a rejection of the Seller's quotation and shall be considered as a counter-request for quotation. As a result, Customer’s purchase orders only become binding for the Seller after the latter has sent an official order confirmation to the Customer. The Seller reserves the right to accept or decline any purchase order at its sole discretion.
After orders are entered for manufacturing, changes or cancellations cannot be accepted without COSMOLIGHT SRL written permission, and may be subject to a change or cancellation charge to be determined by the Seller. Orders for special and/or custom designed products not immediately salable to another customer are not changeable, cancelable, or returnable.
Information stated in catalogues, data sheets and price-lists is merely indicative and not binding for the Seller.
COSMOLIGHT SRL reserves the right to make any modification to its products and prices at any time without prior notice. The Seller is to be considered bound only by conditions and details as they are mentioned in the relative order confirmation. The Seller's catalogues and pricelists have been drawn up with the uttermost attention in order to ensure the accuracy of information, however, the Seller cannot be considered responsible for any errors or omissions contained in the very catalogues and price lists, as the parties are only bound by the contents of order confirmations and these General Terms of Sale and Delivery. The contract of sale shall only be considered as concluded with the Seller's explicit acceptance via order confirmation.
Sale prices for the products shall be the prices specified by the Seller in the order confirmation. Prices are for products only, quoted in Euros, Ex Works and do not include VAT, taxes, customs clearance, shipping charges, freight, duties, and other additional charges or fees, such as fees for special packaging and labeling of the products, permits, certificates, customs declarations and registration (collectively, “Additional Fees”). Customer is responsible for any Additional Fees. In the event that the manufacturing costs for the contracted goods (including, but not limited to wages, salaries, materials or production costs) rise subsequent to formation of the contract and/or order confirmation, COSMOLIGHT SRL shall have the right to increase the purchase price in accordance therewith. Any amendments requested by the Buyer must be approved in writing by the Seller specifying new terms of delivery, prices and terms of payment where applicable.
3. Terms of Payment
Standard payment terms are “Payment In Advance”, unless agreed otherwise. All payments,
without offset, deductions and/or delays are due according to the above mentioned payment
terms or as otherwise approved in writing by COSMOLIGHT SRL. Payments must be made
via wire transfer upon receipt of COSMOLIGHT order confirmation or according to other terms
eventually defined by COSMOLIGHT in the order confirmation itself. All international wire
transfers are to be made with SHA payment instruction.
All bank charges incurred by the Seller as a result of any payment of the Buyer shall be for Buyer's account unless otherwise approved in writing by the Seller. In the event of non- payment of an invoice by the Buyer the Seller shall be entitled to suspend performance of its remaining contractual obligations.
Upon a default in payment, any overdue amounts will accrue interest at a rate of 8% above the basic interest rate.
4. Dispatch and Transfer of Title
Manufacturing lead time will begin once all information to process an order is received by the
Seller. The Seller reserves the right to make partial shipments unless agreed otherwise.
Dispatch dates are given by COSMOLIGHT SRL as part of order confirmation for acknowledged purchase orders on a best effort basis. Dispatch dates shown on order confirmations are based upon COSMOLIGHT SRL estimate and cannot be guaranteed and they may be subject to a reasonable adjustment. The Seller shall not be liable for any loss or damage resulting from errors or delay in fulfilling purchase orders comprising any direct or consequential loss or damage. Unless otherwise specified in writing, all deliveries by COSMOLIGHT SRL are EX WORKS COSMOLIGHT SRL's warehouse (INCOTERMS 2010).
Risk passes to the Customer either when the goods are handed over to the carrier, to the Customer itself or upon the readiness of goods for dispatch. The above shall also apply in the event that COSMOLIGHT SRL serves as the carrier for the goods. The Seller must dispatch the goods and hand over all the related documents. Specifically, dispatch may be considered to have taken place, to all intents and purposes, with the sending of a shipping document (e.g. commercial invoice) either to the effect that the goods are available for collection by the Customer. When notice is given to the Buyer that the goods are ready for collection, the latter must specify the name of the freight forwarder, which will collect the goods. In case of late or no collection of the goods made ready by COSMOLIGHT SRL for any reasons not ascribable to the lack of goodwill on the part of the Seller, they will be considered as dispatched, with the following outcomes: the Seller shall be legitimated to issue the relative invoice and claim fulfillment of the agreed payment terms.
Customer shall comply with Export Laws and obtain any license, permit, or authorization required to transfer, sell, export, re-export, or import the products. The Seller shall not be liable for any costs incurred for whatever reason after dispatch of the goods is assumed to have taken place. Where goods are sold inclusive of none, any or all of the freight, handling, port or insurance charges, any increases in, or in the rates for, such charges arising after the date of the contract and before the goods are delivered or arising through deviation to a new port or airport necessarily or at the Buyer's request or through any delay however caused shall be for the Buyer's account subject to the absolute discretion of the Seller.
Notwithstanding the earlier passing of risk, title in the goods shall remain with the Seller and shall not pass to the Buyer until the amount due under the invoice for them (including interest and costs) has been paid in full.
5. Warranty and Returns
A standard warranty is granted to the original Buyer by COSMOLIGHT SRL for a period of
two (2) years from the date of delivery. Any irregular use (including improper repackaging,
improper shipping, misapplication, misuse, abuse, negligence, accidental damage, fire, acts
of God or any other circumstances outside the control of COSMOLIGHT SRL) of the goods
will automatically cause the warranty to become null and void.
Warranty does not apply in the following cases:
- The warranty period is expired,
- The warranty label is broken or removed,
- The serial number label is missing or unrecognizable,
- The product has been modified or repaired by unauthorized personnel,
- Deterioration due to normal wear and tear,
- Damages that occur in shipment,
- Consumables such as batteries, bulbs, glasses, lenses, etc.
- The defect was subject to abuse, improper use not conforming to product instruction manual, or environment conditions different from those specified in the instruction manual,
- The defect was subject to Force Majeure, such as acts of God, flood, lighting, earthquake, war, vandalism, theft, brownouts or sags (damage due to low voltage disturbances);
The Customer shall inspect the goods upon delivery. The Customer must notify COSMOLIGHT SRL in writing of any apparent defects within one (1) week of the goods' receipt. The Customer must notify COSMOLIGHT SRL of hidden defects in writing within a period of two weeks from the date on which he detected such lack of conformity but in no event later than two years after the receipt of the goods.
Notification of faults shall only be accepted if submitted in writing, together with supporting evidence, samples and packing list, stating the invoice number and date, and the markings on the packaging. No goods may be returned to the Seller without the prior agreement in writing of the Seller. In the event that the Customer fails to meet the aforementioned notification obligations, the goods shall be deemed to have been accepted. Should repair or replacement of the product or of its components occur, the parts returned shall become property of COSMOLIGHT SRL. The performance of repair or replacement under the above warranty shall not entail any extension of the warranty period of 24 (twenty-four months), such term being unconditional.
In the event that the Customer has notified COSMOLIGHT SRL of any defects in a timely manner and is thus eligible to make a claim for re-performance, COSMOLIGHT SRL has the right, at its own cost, either to remedy the defect or to redispatch conforming goods.
If COSMOLIGHT SRL fails twice to remedy a defect or if COSMOLIGHT SRL is otherwise unable to accomplish the re-performance obligation or fails to do so within a time period reasonably set forth by the Customer, the latter shall be entitled to reduce the purchase price or to cancel the contract.
All returns must be authorized in writing by COSMOLIGHT SRL.
All goods must be returned in original packaging and be in resalable condition except for warranty returns. COSMOLIGHT SRL do not authorize the return of discontinued product.
Under no circumstances will special order items be accepted for return, unless covered by warranty. This authorization does not imply any liability, whether direct or indirect, apparent or hidden, of the Seller and does not suspend in any event the payment owned by the Purchaser at the date they are due. If the Customer's product is not covered under warranty, COSMOLIGHT SRL may offer Repair Services under the Customer's payment.
6. Force Majeure
The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply. If the delay persists for such time as the Seller considers unreasonable, it may, without liability on its part, terminate the contract.
Unless otherwise specifically restricted by mandatory applicable law, Seller's liability under
any claim and in connection with any possible allegation, whether based on negligence,
contract, or any other cause of action, shall be limited to either the replacement of the goods
or the supply of equivalent goods; the repair, or payment of the cost of repair, of the goods; or
credit in an amount equal to the purchase price specified in Seller's pertinent invoice, or in an
amount of equivalent goods, all at Seller's sole option. Buyer acknowledges that the remedy
available to him as specified herein, is in lieu of any remedies that may be otherwise available
to him, now or in the future, whether in law or in equity, relating to any loss or damage,
whether directly or indirectly, arising from the purchase and/or the use of goods, including
without limitation, any actual or contingent damages, loss of production, loss of profit, loss of
use, loss of contracts or any other consequential or indirect loss whatsoever, whether
pecuniary or non-pecuniary.
Should any limitation on Seller's liability hereunder be held ineffective under applicable law, than Seller's liability shall in any event be limited to the minimum amount of damages to which Seller may limit its liability, where such is greater than the purchase price as specified in Seller's pertinent invoice.
8. Invalidity of Individual Clauses
Should any clause in these general terms of Sale and Delivery be or become invalid in full or in part, this shall not modify the validity of the remaining clauses or remaining parts of the clause concerned.
9. Place of Jurisdiction and Governing Law
All disputes arising from these general conditions and any transactions between the parties shall be submitted to the exclusive jurisdiction of the competent court in Rome, ITALY. The relationship of the parties hereto shall be exclusively governed by and in all respect construed in accordance with the laws of Italy and with no application whatsoever of the United Nations sales law.