General Sales Terms and Conditions
- These General Sales Terms and Conditions (hereinafter referred to as the "Terms'') govern the commercial relationships between ProfElec (hereinafter referred to as the "Company") and its customers (hereinafter referred to as the "Customers"). These Terms supersede all contractual or non-contractual documents, including those issued later by the Customer.
- We reserve the right to change these Terms at any time. We will provide thirty calendar days' notice of any changes by posting notice on our website.
- All orders placed with the Company are subject to these Terms. The placement of an order implies the full acceptance of these Terms by the Customer.
QUOTATIONS, PURCHASE ORDERS, AND ORDER CONFIRMATIONS
- All quotations made by us are open for acceptance within ten calendar days from the date of issue, unless otherwise specifically stated therein, and are subject to the availability of the goods offered.
- All purchase orders issued by the Customers shall specify as a minimum the type and quantity of goods requested, applicable unit prices, delivery terms, and requested delivery dates.
- The Customer's order is considered definitively accepted by the Company only after receipt of the prepayment and/or upon written Order Confirmation by the Company.
- The technical information provided in catalogs, electronic media, notices, and promotional documents is for informational purposes only and may be modified by the Manufacturer at any time without prior notice.
- Purchase Orders (PO) cannot be canceled by the Customer unless explicitly accepted by the Company, or the Company fails to deliver the goods within sixty calendar days of the agreed delivery date as referred in Clause 4.3.
- International sales will not include VAT, in line with prevailing fiscal regulations.
PRICES AND TERMS OF PAYMENT
- The prices for goods shall be those set forth in our order confirmation. All prices are exclusive of taxes, impositions, and other charges, including, but not limited to, sales, use, excise, value-added, and similar taxes or charges imposed by any government authority.
- Unless expressly stated otherwise in our order confirmation, payment for goods shall be made 100% advance payment without offset or deduction.
- If the Customer fails to pay any invoice within seven calendar days of the due date of payment, the Company may suspend delivery of any purchase order or any remaining balance thereof until payment is made or terminate delivery of any purchase order or any remaining balance thereof by providing written notice of termination to the Customer within seven calendar days of the expiration of the grace period.
- Any payment delay will incur penalties at an annual rate of 11.5% + 40 euros (recovery costs). This shall be in addition to, and not in limitation of, any other rights or remedies to which we are or may be entitled at law or in equity.
- Title to goods delivered shall remain vested in the Company and shall not pass to the Customer until the goods have been paid for in full.
- Under no circumstances can payment be suspended or subjected to any offset.
TERMS OF DELIVERY AND LATE DELIVERY
- Unless expressly stated otherwise in our order confirmation, all deliveries of goods shall be EXW in accordance with Incoterms 2020. The risk of loss of or damage to goods shall pass to the customer in accordance with the agreed delivery term. If the order value exceeds 500 euros and shipment volume and distance are reasonable, the Company might cover the freight charges and deliver on DDP terms.
- The Company reserves the right to make delivery in installments.
- The estimated goods delivery dates shall be those set forth in our order confirmation. If the Company fails to deliver goods within sixty calendar days of the agreed delivery date, the Customer may terminate the applicable purchase order in whole or in part (as to those goods affected by the delay) by providing written notice of termination to the Company seven calendar days in advance. This clause becomes invalid for non-standard and made-to-order material which lead time the Company cannot affect, and such orders cannot be canceled.
ACCEPTANCE OF GOODS
- Upon delivery, it's the Customer's responsibility to check the condition of products in the presence of the carrier. In case of damage or missing items, the Customer must take photos, make clear notes on the transport document, and confirm these with the carrier within three days of receipt, also notifying the Company. The Customer is deemed to have accepted goods delivered unless a written notice of rejection specifying the reasons for rejection is received by us within five calendar days after delivery of the goods.
- Any disputes or claims related to invoices sent by the Company to the Customer can only be considered if communicated in writing within three days of receiving the disputed invoice.
- The Company warrants that upon delivery and for a period of twelve months from the date of delivery, goods purchased hereunder will conform in all material respects to the applicable manufacturer’s specifications for such goods and will be free from material defects in workmanship, material, and design under normal use. The warranty does not cover damage resulting from misuse, negligent handling, lack of reasonable maintenance and care, accident, or abuse by anyone other than us.
- With respect to goods which do not conform to the warranty as specified in Clause 6.1, the Company’s liability is limited, at its election, to (i) refund of the purchase price for such goods less a reasonable amount for usage, (ii) repair of such goods, or (iii) replacement of such goods; provided, however, that such goods must be returned to the Company, along with acceptable evidence of purchase, within fourteen calendar days after the customer discovered the lack of conformity or ought to have discovered it.
- The Company only accepts returns of goods that do not conform to the warranty as outlined in Clause 6.1. Goods that are not defective or non-conforming, or goods for which the customer has changed its mind post-purchase, are not eligible for return. Unless otherwise agreed in writing, all costs associated with returning non-conforming goods to the Company, including shipping and insurance, will be borne by the Customer. The Company will cover return shipping costs only in situations where it has been expressly determined that the return was due to an error on the part of the Company.
- The Company makes no other warranty, express or implied, with respect to goods delivered hereunder, and the warranty constitutes the Company’s sole obligation in respect of any lack of conformity of goods delivered hereunder (except title). In particular, the Company makes no warranty with respect to the merchantability of goods delivered or their suitability or fitness for any particular purpose.
LIMITATION OF LIABILITY
Neither the Company nor the Customer will be entitled to, and neither of the Parties shall be liable for, indirect, special, incidental, consequential, or punitive damages of any nature, including, but not limited to, business interruption costs, loss of profit, removal and/or reinstallation costs, re-procurement costs, loss of data, injury to reputation, or loss of customers. The Customer’s recovery from the Company for any claim shall not exceed the purchase price for the goods giving rise to such claim irrespective of the nature of the claim, whether in contract, tort, warranty, or otherwise.
- The Company shall not be liable for any claims based on the Customer’s compliance with its designs, specifications, or instructions or repair, modification, or alteration of any goods by parties other than the Company or use in combination with other goods.
- Any change in the Customer's legal or financial situation, such as judicial proceedings, changes in company assets, mergers, or any other significant change, should be informed to the Company in writing. The Company may modify or terminate ongoing contracts or require guarantees based on the information provided.
- It remains the Customer's responsibility to perform a thorough analysis of their needs and objectives before placing an order. If the Customer lacks the expertise, it is advised to seek expert counsel.
- The Company's advice, technical studies, price offers, and other recommendations are indicative. The Company will not be liable for any commitments unless it specifically has committed for such in writing.
- No waiver of any provision of these Terms shall constitute a waiver of any other provision(s) or of the same provision on another occasion. Failure of either party to enforce any provision of these Terms shall not constitute a waiver of such provision or any other provision(s) of these Terms.
- Should any provision of these Terms be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, such provision may be modified by such court in compliance with the law giving effect to the intent of the parties and enforced as modified. All other terms and conditions of these Terms shall remain in full force and effect and shall be construed in accordance with the modified provision.
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