GENERAL PROVISIONS

The terms and conditions indicated below (the "General Conditions of Sale") are an integral part of the contracts concluded by Sclavo Diagnostics International S.r.l. (the "Seller") and the buyer (the "Buyer") for the supply of the Seller's products (the "Products").

The General Conditions of Sale is applied to all transactions concluded between the Seller and the Buyer without the need for an express reference to them or a specific agreement to that effect at the conclusion of each individual transaction. Any different conditions or terms is applied only if it is confirmed in writing by the Seller.

The seller reserves the right to modify, incorporate or observe the General Conditions of Sale at its unquestionable judgment by attaching these variations to the offers or any correspondence sent in writing to the Buyer.

PRICES

The prices of the Products (the Prices) are indicated in the price list attached to the General Conditions of Sale; the prices of the Products not in the price list will be communicated at the request of the Buyer. The Seller reserves the right to make any changes to the Prices that become necessary.

Prices do not include VAT, which must be paid when paying for the Products in accordance with the specific provisions indicated on the invoice.

If the supplies of the Products provide additional services and services, the necessary changes will be made to the Prices with an agreement between the Seller and the Buyer.

PAYMENT

Invoices will be paid as specified in them. Failure on the payment on the due date indicated on the invoice will determine the formal notice of the Buyer, pursuant to paragraph 2, point 3) art. 1219 of the Civil Code and Legislative Decree n. 231/2002, and the debit of default interests on late payments starting from the date on which the Seller's right to payment has matured.

PORT AND SHIPPING

The risks arising from the transportation of the Products are borne by the Buyer.

Transport costs will be borne by the Buyer.

COMPLAINTS AND REPLACEMENTS

At the moment of taking over the Products, the Buyer must immediately:

1-      Check the quantities and the packaging of the Products;

2-      Carry out a conformity check of the products in respect of what is indicated in the order.

Any discrepancies and / or anomalies of the packages and / or Products must be reported on the transport document by affixing a specific reserve, together with the signature, by the Purchaser, specifying the type of anomaly found (e.g. For missing packages, for broken packages, for tampered packages, etc.).

Any complaints must be communicated to the Seller in writing, within eight days of taking over the Products by the Buyer, attaching a copy of the transport document on which the reserve has been affixed.

After this deadline, the Products will be considered accepted by the Buyer, with the forfeiture of any right, claim and / or action in this regard.

Following the promptly proposed complaints, after verification by the Seller of their validity, the Seller will replace the Products to which the complaint refers or, alternatively (and at its sole discretion), credit the amount corresponding to the price of purchase of the same, upon return of the Products subject to the complaint authorized by the Seller.

RETURNS

The seller is not obliged to accept returns of products, unless expressly agreed in writing. Any costs incurred for this purpose are borne by the Buyer.

Unauthorized returns will be sent back to the Purchaser with the relative charge of shipping costs.

Expired reagents not properly stored after the Buyer takes over the Products will not be replaced.

WARRANTY

The Seller guarantees that the Products are free from defects and in compliance with the technical specifications declared by the Seller.

The equipment is guaranteed for twelve months from billing.

The operation of the guarantee is subordinate:

  1. to the compliance, according to current regulations, of the power supply system used for the instrumentation;
  2. to the use of reagents, controls and consumables in accordance with the technical specifications indicated by the Seller and having the qualities guaranteed by the Seller;

iii. to the compliance with the technical prescriptions for the use and maintenance of the Products set out in the "Instructions for Use" prepared by the Seller.

The warranty does not apply in the event of breakdowns due to tampering and / or non-compliance with the "Instructions for Use", in the event of improper use of the Products and / or improper storage of the same as determined in the following paragraph.

During the warranty period, the Seller will replace only the components that show manufacturing or operating defects.

SECURITY AND LIABILITY CLAUSES

The products must be used exclusively for in vitro diagnostic analysis (IVD) by suitably trained and qualified personnel.

The Seller will not be responsible for damage to people and / or things deriving from incorrect use and / or improper storage of the products supplied.

The Seller will not be responsible for the malfunction of the instrumentation connected to electrical systems that do not comply with current safety standards.

SUPPLY COMMITMENT

The supply commitment always means within the limits of availability, even if the Products are booked and possibly paid in advance.

 

FORCE MAJEURE

The seller cannot in any case be called to answer for damages manually or indirectly controlled by the delayed delivery of the products and / or the total or partial non-fulfillment of any contractual obligation in cases where a cause of force majeure is necessary and / or in any circumstances beyond the control of the Seller (such as, but not limited to, strikes, riots, wars, fires, epidemics, floods, earthquakes, interruption of transport).

PRIVACY PROTECTION

The Purchaser's personal data will be processed by the Seller in accordance with the provisions of current legislation on the protection of personal data.

PLACE OF JURISDICTION

Any dispute relating to the commercial relationship between Sclavo Diagnostics International S.r.l. and the Purchaser will be devolved to the exclusive territorial jurisdiction of the Court of Milan.