These General Conditions of Sale (Version 0.1/2019) apply as exclusive discipline to all supplies between NSK Dental Italy srl (hereinafter even called the “Seller”) and the “Buyer”, of all products sold by the Seller.
1) PURCHASE ORDERS
The purchasing of the products sold by the Seller is regulated by the terms set out in these General Conditions of Sale. Purchase orders transmitted in writing to the Seller shall be by the same processed, and an order confirmation shall then be issued, considered binding on both parties. Once the specific order confirmation has been issued, purchase orders received by NSK Dental Italy srl cannot then be cancelled or revoked. The Buyer is entitled, strictly within a maximum period of 48 hours from the sending of the order confirmation –regardless of the moment of actual reading or knowledge of the latter – to request any modifications to the contents of the order confirmation. When the order confirmation contemplates the payment of a deposit, or the transmission of specific technical data by the Buyer, the delivery time will not start, and the Seller will not have to begin production/to made available the products, until said deposit has been paid or the technical data have been received. Failure to make the down payment indicated in the order confirmation – a fundamental obligation assumed by the Buyer towards the Seller – shall give the Seller the full and unconditional right to modify, unilaterally and at its sole discretion, the terms and conditions set out in the order confirmation. The Seller undertakes to use the technology that best suits the goods to be supplied; furthermore, after receiving the purchase order, the Seller reserves the right, at its sole discretion and without having to give notice thereof, to make any technical improvement that may be deemed suitable for the production, without entitling the Buyer to modify or cancel the purchase order and without conferring any right whatsoever upon the said Buyer.
2) PRICES and PAYMENTS
The prices stated in the order confirmation are meant to include packaging costs. VAT shall be added to the said prices, at the rate legally applicable from time to time, when due. With regard to all products sold by NSK Dental Italy srl, failure to pay even one instalment at the agreed date will result in the expiration of the term, and all receivables will become payable to the Seller, even those that have yet to expire, without any need for formal notice of default. If the Buyer fails to settle the down payment contractually agreed, within the terms and in the manner referred to in the order confirmation, NSK Dental Italy srl will not have to begin production/to made available the products. Any delay or irregularity in payment shall entitle the Seller to suspend the supplies and/or cancel orders underway, without prejudice to its right to compensation of any further damage incurred. Default interest at the rate provided for in Italian Legislative Decree no. 231/2002 shall be automatically payable by the Buyer to the Seller from the due date for any outstanding payment.
3) DELIVERY TERMS
The delivery terms indicated in the order confirmation are intended at all times as “approximate” and not binding: failure by NSK Dental Italy srl to respect delivery terms shall not entitle the Buyer to any form of indemnity or compensation, nor confer any right in its favour and the said Buyer shall continue to be bound by the terms set out in the order confirmation. In this regard, the Buyer is aware – bearing in mind the special nature of the production dynamics relating to the product range being sold, including, for example, but not limited to, any possible difficulty encountered in obtaining raw materials and/or problems arising when constructing and/or assembling components – that the delivery terms for the goods may legitimately undergo delays, for which the Seller may not be challenged and that such delays shall not confer any right to an indemnity and/or compensation, when justified and beyond the Seller’s control. Nor shall the Seller be held responsible for any delayed performance, if the incident in question was caused by natural disaster, riot, local or national industrial strike, fire or any other unforeseeable event beyond the control of the Seller encountering it. In the event of force majeure, the Seller shall attempt to find a solution that avoids, or at least limits, the consequences of force majeure event. Delivery is ex works (EXW INCOTERMS published by the international Chamber of Commerce in the latest version applying on the date of delivery), unless otherwise agreed in writing by the parties. The Buyer assumes all risks of loss or damage to the Products from the time of delivery; the Seller may not be held liable for any event occurring that prejudices them in any way, as the Seller no longer has possession of the goods and is therefore discharged from its obligations upon delivery. Unless otherwise agreed by the parties, the products sold shall be transported by professional carriers carefully selected by NSK Dental Italy srl in the name and on behalf of the Buyer; the Buyer irrevocably undertakes to bear all transportation costs, both direct and indirect, charged by NSK Dental Italy srl. The Buyer is responsible for checking the condition of the products sold once they arrive; in any event, the products sold shall, when physically received, in the absence of prompt notification within 24 hours from receipt of the goods, be considered to have been properly delivered in a perfect state of preservation to all intents and purposes. Any loss or damage detected during transportation must be promptly drawn to the attention of the carrier/transportation company within 24 hours from receipt of the goods and notification thereof shall be given to the Seller by certified legal mail to the following address: email@example.com
Should any non-conformity between the goods that have been ordered and those that have been delivered be detected by the Buyer upon delivery, the latter will have to inform the Seller in a timely manner, by sending an email to firstname.lastname@example.org, within, and no later than, eight days from the delivery of the goods. Once written authorisation from NSK Dental Italy srl has been received, providing the return procedure of goods, the Buyer may ship the product at its own expense and risk. Complaints will not be accepted without the abovementioned authorization, or transmitted to the Seller beyond the peremptory warranty period referred to in the following clause.
5) WARRANTY AND RETURN OF GOODS
The Seller warrants that the products sold are free from manufacturing, material or processing defects, in accordance with warranty terms envisaged by the law for each individual product and, in any case, for the period stated in warranty certificate when attached. To benefit from the warranty, the Buyer shall send the original warranty certificate, together with the product being returned for repair, as well as/or a valid document for tax purposes, stating the machine serial number and, in any case, the purchase date. The warranty is limited to the replacement or repair of individual parts or pieces that present manufacturing defects, and not to the repair of whole machine. The Buyer is, in any event, responsible for the cost of labour, travelling expenses for any technical staff necessary, transportation and packaging costs relating to “Autoclave and their Accessories” products. NSK Dental Italy srl reserves the right to evaluate, at its absolute discretion, whether the products non-conformity exists, without in any way being obliged to supply replacement equipment for use over the repair period. The Seller’s warranty does not apply to replacements or repairs resulting from the material’s normal wear and tear, the defective use thereof, failure to follow operating or maintenance instructions, maintenance defects, or faults arising from non-original components or materials. For warranty services, the Buyer shall seek assistance, in within the aforementioned deadlines, solely from NSK Dental Italy srl, or assistance centres indicated by the same keeping in any event all the certificates and documents attached to the purchased product. The returning packaging used by the Buyer must be the original one or, in any case, one capable of guaranteeing its own integrity. Should the Buyer carry out, or appoint third parties to carry out on its behalf, any repair or modification work without the express written authorisation of NSK Dental Italy srl, any right of recourse to the guarantee will be lost. The Buyer shall also lose the benefit of the warranty if: the equipment has damages due to dropping, exposure to flames or other causes not connected to manufacturing defects; installation has not been performed correctly or an improper connection has been made to the electrical mains, or the serial number has been removed, defaced or altered. In the event of any dispute regarding warranty application, quality or the conditions of the delivered equipment, the Buyer may not suspend or delay payment of the price or the payment of purchase instalments.
To benefit from the warranty, the returned product must be accompanied by the warranty certificate and/or a copy of a document valid for tax purposes showing the serial number of the device. In case of claims with regard to the warranty application, products quality or condition, the Buyer shall not suspend or delay the price or instalments payment. Under any circumstances, the Buyer shall not pretend the agreement to be terminated, the price to be reduced or any damage compensation, especially, for plant downtime. The Seller shall not be held liable for direct or indirect damage of any kind to persons or property caused by incorrect or improper use or, in any event, use that does not comply with the indications given in the operating manual; in such circumstances, the Buyer shall be held liable for any image damage incurred by NSK Dental Italy srl. If the Buyer has incorrectly ordered a product different from the one required, the Buyer may request to the Seller to return the product to have it replaced with another one. In such circumstances, the Buyer shall, in any event, bear the returning costs, and the product must reach the Seller perfectly intact. The Buyer undertakes to apply for a new purchase order to get the actually desired product.
6) EC CONFORMITY DECLARATION – PRODUCT TRACEABILITY AND POST-SALES MONITORING PROCEDURE
The Seller, as a Manufacturer of medical devices, declares to comply with EC Directive 93/42/EEC, as implemented by Italian Legislative Decree no. 46/97, and renewed by EU Regulation no. 2017/745 that regulates the production and circulation of medical devices, as far as applicable; the Buyer undertakes to satisfy all the obligations imposed on its charge by the aforementioned legislation.
Pursuant to the GDPR EU REG. no. 2016/679 and relevant Italian legislation, the Seller declares to processes the Buyer’s personal data in accordance with the regulations referred to and, in any event, to the extent and for purposes strictly necessary to perform the contract.
8) APPLICABLE LAW
With regard to any matter not expressly regulated under these General Conditions of Sale, Italian law shall apply or, in the case of an international sale, the 1980 Vienna Convention on the international sale of goods. With regard to any matters not contemplated with in the aforesaid convention, Italian law shall, in any event, apply, as the legislation of the country in which the Seller has its registered office.
Any matter relating to these General Conditions of Sale or regarding the purchase and sale agreement between NSK Dental Italy and the Buyer, whose registered office is situated within the European Union, shall be referred to the jurisdiction of the Court of Vicenza. As an exception to this principle, however, the Seller is nevertheless entitled to bring the dispute before the competent judicial authority having jurisdiction over the area in which the Buyer’s registered office is situated. Any matter regarding these General Conditions of Sale or regarding the purchase and sale agreement between NSK Dental Italy and the Buyer, whose registered office is situated outside the European Union, shall be dealt with definitively in accordance with the arbitration Rules adopted by the Milan Arbitration Chamber by a single arbitrator in accordance with those Rules, to which reference is made.