The acceptance of any order for purchase of Products from LN2 S.r.l. a socio unico (LN2) is expressly made conditional on the customer’s (Customer) acceptance of these “General Terms and Conditions of Sale” (the Conditions of Sale).

 

  1. PRODUCTS 

The LN2 Products which may be ordered by the Customer shall be those described  in LN2’s catalogues and identified by LN2’s Product code (the Products).

 

Sending catalogues shall not constitute an offer by LN2 and, therefore, the Products therein indicated may be modified, changed, or withdrawn from the market by LN2 at any time without warning.

  2. ORDERS 

Purchase orders concerning the Products shall be issued by the Customer in writing and may also be sent by fax or e-mail. If in verbal form, they shall subsequently be confirmed in writing.

Each purchase order shall indicate the list of the ordered Products with the detail of the ordered quantity for each product and the date of delivery.

 

LN2 shall notify the Customer in writing  its acceptance or rejection of any purchase order within 15 (Fifteen) working days from the day on which any such purchase order is duly received by LN2.

 

No purchase orders will or could be deemed as automatically accepted by LN2 in lack of (or before) the issuance by LN2 of the relevant purchase order confirmation. Orders shall be considered accepted and, therefore, binding on LN2 upon receipt by Customer of the purchase order confirmation. The orders received by LN2 shall be firm up to the expiration of the aforesaid 15 (Fifteen) working days term for their acceptance by LN2.

 

Any request for cancellation or variation of purchase orders already confirmed must be submitted in writing and are subject to LN2’s acceptance. In the event the request is accepted in writing by LN2, LN2 shall have the right to be compensated for any expenses and losses incurred as a consequence of the cancellation or variation of the purchase order.

  3. CONFIRMATION 

The purchase order confirmation and a possible sale agreement shall indicate the Products’ volume, LN2 Product’s code, prices, payment conditions, delivery term and transport conditions.

 

Should a confirmation contain modifications in respect of the order, such modification shall be considered to have been tacitly accepted by the Customer unless the Customer communicates to LN2 in writing its disagreement within 15 (fifteen) days of receipt of the purchase order confirmation.

  4. PRICES 

The prices are those which appear on the purchase order confirmation and on a possible sale agreement. If not differently specified in the purchase order confirmation and/or in a possible sale agreement, all prices are inclusive of costs of packing, loading of  Products onto transport means at LN2’s premises. Shipment, VAT and other taxes, duties or charges which may be levied on the Products in Italy, or in the country where the Products are delivered shall be entirely paid by the Customer.

 

Prices, if not differently specified in the purchase order confirmation and in a possible sale agreement , are not inclusive of transport, insurance and exportation and importation costs.

  5. CURRENCY 

The invoiced prices of the Products shall be expressed in  Euro, if not different specified.

  6. PAYMENT 

Payment terms shall be indicated in the purchase order confirmation and in a possible sale agreement.

 

Should payment be provided for by letter of credit (L/C), the letter of credit shall be confirmed by a primary bank having an office in Padova (Italy). The letter of credit shall be irrevocable, transferable, in whole or in part and on one or more tranches and payable upon the date on which payment of the Products is due. Said letter of credit shall be negotiable against the documents provided for under these Conditions of Sale.

 

Should payment be provided for upon presentation of documents, LN2 shall present the documents provided by these Conditions of Sale at the bank indicated by the Customer and, if no such bank has been indicated, at the bank selected by LN2 having an office in the city of the Customer or in the nearest city. Should deferred payment be provided, the documents may be withdrawn by the Customer against the acceptance of a promissory note, prepared by LN2 and presented together with the documents for the sum indicated in the invoice, payable upon the date on which payment of the invoice is due.

 

Should payment be provided for by direct remittance, such remittance shall be made by money transfer – value date for LN2 the day on which payment of the Products is due – at the bank indicated by LN2 on the purchase order confirmation (or pro-forma invoice).

 

When provided for in the purchase order confirmation, LN2 shall be entitled to issue a draft or banker’s receipt for the sum indicated on the invoice, payable upon the date on which payment of the invoice is due. Said draft or banker’s receipt shall be payable at the bank indicated by the Customer and, if no such bank has been indicated, at a bank selected by LN2 having an office in the city of the Customer or in the nearest city.

 

In the event of total or partial delay in payment, the Customer shall pay, on the unpaid sum, a conventional interest at a rate equal to Euribor (six months) plus a spread of 4%, without prejudice to LN2’s right to terminate the Contract.

 

Title to all Products sold hereunder shall remain with LN2 until payment in full thereof is made by the Customer.

  7. DEFAULT 

If in LN2’s judgement, the Customer’s financial conditions at any time do not justify continuance of production or shipment on the terms and conditions originally agreed, LN2 may require full or partial payment in advance. In the event of the Customer’s bankruptcy or insolvency or in the event any proceeding is brought against him (at the initiative of the Customer of any other party) under any bankruptcy or insolvency laws, LN2 shall be entitled to cancel any order then outstanding and receive payment of the relevant cancellation charges.

In case the Customer does not pay the invoices at terms and conditions agreed upon between the parties, LN2 is entitled to automatically stop the deliveries of Products.

  8. DELIVERY 

The delivery terms indicated in the purchase order confirmation and in a possible sale agreement shall not be of the essence and any delay shall not entitle the Customer to request termination of the Contract.

 

Without prejudice to Clause 6, whereby passage of title on the Products shall occur only upon full payment of the Products, delivery of the Products, and relevant transfer of risks on the Customer, shall be considered as effected, irrespective from any agreement of the parties regarding transport costs, at LN2’s premises, upon the loading of the Products onto the relevant mean of transportation, on the date which shall result from the transport documents. The Products shall travel at the Customer’s own risk.

  9. FORCE MAJEURE 

As long as LN2 or Customer are prevented from performing their contractual obligations due to fire, flood, war, riots, lock outs, accidents of any kind, lack of or delayed delivery on the part of suppliers, interruption or suspension of transports or energy, unavailability or scarcity of raw materials, strikes or labour disputes, or any other circumstances outside their reasonable control, such obligations shall be suspended, and the affected party shall not be responsible therefor, from the day in which any party to the Contract notifies their existence to the other in writing.

  10. SHIPMENT 

Without prejudice to Clause 8, second paragraph, should a sale with transport cost to be borne by LN2 have been agreed, LN2 shall designate the shipping agent, giving notice thereof to the Customer.

 

Without prejudice to Clause 8, second paragraph, should a sale with transport cost to be borne by the Customer have been agreed, LN2 shall inform the Customer that the Products are ready for shipment and the Customer shall, within eight days of such communication, designate the shipping agent. If no such designation is made within the aforesaid term, LN2 shall make the designation, giving notice of the terms and conditions of transport to the Customer.

 

The Products shall be accompanied by the usual shipping documents and, if they are to be exported, by custom’s documents and by any other documents requested expressly by the Customer.

 

Upon departure of the Products, copy of the documents shall be sent by LN2 to the Customer by mail.

  11. INSURANCE 

Without prejudice to Clause 8, second paragraph, should a sale with insurance cost to be borne by LN2 have been agreed, LN2 shall provide for the execution of the relevant policy in favour of the Customer with an insurance company selected by LN2.

 

Without prejudice to Clause 8, second paragraph, should a sale with insurance cost to be borne by the Customer have been agreed, LN2, if requested, shall execute the relevant policy in favour of the Customer and at the Customer’s expense.

  

  12. INSPECTION AND ACCEPTANCE OF THE PRODUCT BY THE CUSTOMER 

The Products shall be inspected by the Customer immediately after their arrival. Claims for incomplete or wrong deliveries or concerning Products not corresponding to the contractual Products or for Product damages shall be sent by the Customer to LN2 within and not later than eight (8) days from the date of their delivery. If by such above eight (8) day term LN2 does not receive a written detailed claim from the Customer, as to the quality or quantity of the delivered Products, such Products shall be considered as finally accepted by Customer and can no longer be subject to claims, except for claims possibly made under the Clause “Warranty and Claim” of these Conditions of Sale.

 

If upon inspection of the Products Customer (within the term provided for under the above Clause) notifies LN2 in writing of any claim concerning a material defect of the Products, upon LN2’s prior written approval, Customer shall be entitled to return such Products to LN2.

  13. WARRANTY AND CLAIMS 

LN2 warrants that the Products supplied to the Customer under these Conditions of Sale shall be compliant with the technical specifications laid out by LN2. LN2 also warrants that the supplied Products shall be free from defects in materials and workmanship and in compliance with the applicable Italian and EU legislation.

 

The Customer shall promptly notify LN2 by fax of any event which may entail a claim under this Clause “Warranty and Claims”. In so far as possible the Customer will detail all the data necessary for the identification of the Products, the date of delivery and assembly, the date and the place of installation, the equipment on which the product was assembled and the description of the defect found.

 

Upon any warranty claim, if so requested by LN2, the Customer shall promptly return to LN2 any allegedly defective or non conforming Product. If restitution of the product is not requested by LN2, the Customer shall store it in a separate area of its warehouse, available for any possible control or inspection by LN2, for as long as the relevant warranty claim is not finally accepted or rejected. Claims under this Clause “Warranty and Claims” shall be accepted by LN2 only if relevant to defects or non conformities which are entirely attributable to LN2’s responsibility and which could not have reasonably detected upon the inspection which the Customer must conduct on all the Products pursuant to Clause 12 of these Conditions of Sale.

 

Hidden defects which cannot be detected immediately after arrival of the Products shall be reported by the Customer to LN2 without delay after discovery, under penalty of forfeiture.

 

Upon receipt of any warranty claim from the Customer, and provided that such claim is in compliance with the provisions and limitations of this Clause “Warranty and Claims”, LN2 shall, at its discretion, either repair (where possible) or replace free of charge any defective or non conforming Products.

 

LN2 shall be entitled to reject any Customer warranty claim within thirty (30) Business Days from the date on which it receives either such claim or the Products to which the claim relates. In addition LN2 shall be in any case relieved from any and all obligations and liabilities under this Clause ”Warranty and Claims” (a) if Customer fails to notify LN2 in writing about any defect within thirty days from the date on which said defect becomes known to the Customer, and/or (b) in any case where the applicable warranty period provided for under this Clause “Warranty and Claims” has expired.

 

LN2 shall also be relieved from any and all obligations and liabilities under this Clause “Warranty and Claims” in the event that the defect of any Product is the consequence of (i) normal wear and tear, and/or (ii) improper use, storage or maintenance of the Products (including the use, storage or maintenance of the Products which is not in compliance with LN2’s instructions), and/or (iii) any repair, disassembly or modification of the Products made by Customer or third parties without the prior written authorisation of LN2. Furthermore, no warranty claim can be made by Customer or any third party in respect of those Products on which the Product Identification Code has been damaged or cancelled.

 

LN2’s obligations under this Clause “Warranty and Claims” shall continue as to each delivered Product for a period ending twenty four (24) months from the production date of such Product.

 

The remedies provided herein shall be the sole and exclusive obligations and liabilities of LN2 pursuant to the warranty provisions hereunder. The Customer consequently waives all other rights and remedies which may be provided in its favour under the Law governing these Conditions of Sale.

No claim made under this Clause “Warranty and Claims” shall entitle the Customer to suspend any payments due to LN2 under a Contract.

  14. RESALE 

The Customer cannot resell to third parties Products acquired from LN2 without prior written authorisation of LN2. In relation to that above-mentioned, those (even-though an independent organization) who effect After-Sales Assistance upon Products of the Customer are not to be considered “third parties”.

  15. GOVERNING LAW 

The Contracts executed under these Conditions of Sale shall be governed by, construed and enforced in accordance with, the laws of Italy.

  16. EXCLUSIVE JURISDICTION 

The Court of Padova (Italy) shall have exclusive jurisdiction over any dispute arising out of or in connection with these Conditions of Sale or any Contract executed hereunder.

  

Pursuant to Articles 1341 and 1342 of the Italian Civil Code, the Customer hereby acknowledges that it has specifically read and approved the following Clauses of these Conditions of Sale: 2 (Orders), 3 (Confirmation), 6 (Payment), 7 (Default), 9 (Force Majeure), 10 (Shipment), 12 (Inspection and Acceptance of the Product by the Customer), 13 (Warranty and Claims), and 16 (Exclusive Jurisdiction).