GENERAL TERMS & CONDITION OF SALES

GENERAL TERMS & CONDITION OF SALES

SASP INNOVATION s.r.l. (“Seller”)

 1. GENERAL APPLICATION

1.1 These general terms and conditions (“General Terms”) apply to all proposals and quotations submitted by Seller, to all purchase orders received by Seller, and to all sales of goods and services sold by Seller (collectively “Goods”), except as otherwise specifically provided in a document issued by Seller as an exception.

1.2 All references to “Seller” include the Seller identified above.

 2. CONCLUSION OF SPECIFIC CONTRACT

2.1 Buyer may order Goods from Seller through a RFO (Request for Offer) sent via email or telephone.

2.2 In response to a RFO, Seller may send an offer by email or telephone according to which the offer shall be binding on Seller for a validity period specified therein.

2.3 If prior to the expiry of the validity period Buyer fully accepts in writing (via email) the offer submitted by Seller, a Specific Contract such by an Order Confirmation (OC), in line with the contents of Seller’s offer, will be concluded between the parties, and this Specific Contract shall take effect on the day when Seller receives the Order Confirmation signed for acceptance by the Buyers.

2.4 If Buyer confirms Seller’s offer with different contents or sends its confirmation after the expiry of the validity period, then no Specific Contract shall be concluded between the parties until parties have reached an agreement on the deviations or with respect to the validity period of the offer.

2.5 The Specific Contract shall contain the entire agreement between the Parties, with all its Annexes and amendments thereto.

3. TECHNICAL DATA AND DOCUMENTS RELATING TO THE SUPPLY

3.1 With the exception of specific customizations requested by Buyer, which must be specifically agreed in writing by the parties, any references, technical characteristics and quality standards of the Goods should be considered those indicated in the technical data sheets, in the manuals and, in general, in the enclosed or published documentation on the site www.trisbike.com. Seller reserves the right to modify unilaterally and without notice the contents of the documents listed above in order to update and adapt them to different versions of the Goods that may be marketed from time to time. Technical data, prices and other data relating to the Goods supplied and indicated in the catalogues, price lists, circulars or other illustrative documents prepared by Seller, are purely indicative and do not have any binding nature, except in those cases where their binding character is explicitly indicated as such in the Specific Contract.

3.2 Nevertheless, Seller reserves the right to modify the construction details of its Goods at any time in order to improve its performance.

4. FINANCIAL CONDITIONS

4.1 The prices specified in the Specific Contract refer to the price list in force at the time of the conclusion of the Specific Contract.

4.2 Payments shall be made in accordance with the payment terms listed in the Specific Contract. Payments and any other amounts due to any title to Seller must be made at the domicile of Seller. Any payments made to agents, representatives or auxiliaries of trade of Seller shall not be construed, and therefore do not release the Buyer from his obligation, until the relevant sums are received by Seller.

4.3 Unless otherwise provided, payments must be made in Euro. Seller reserves the right to modify unilaterally the prices in relation to fluctuations in the relative exchange rate.

4.4 Any delay or irregularity in payments gives Seller the right to:

  1. a) suspend the current deliveries, even if not related to the payment in question;
  2. b) modify the payment and discount methods for subsequent deliveries, including by requesting advance payment or issuing of additional warranties;
  3. c) request, from the date of the payment expiry and without formal notice, the default interest on amount still outstanding, to the extent of the rate provided for in the current legal rules for commercial transactions, without prejudice, in any case, the faculty of Seller to seek compensation for the greatest damage suffered.

4.5 In the above cases, Seller shall also have the right to immediately claim the full payment and all the amounts due to any title will become immediately payable. Buyer shall be obliged to pay all Goods in full even if there are exceptions, disputes or controversies which will be determined only after the payment of the amount due. Buyer waives in advance to request the set-off with any credits, in any way arose, against Seller.

 5. DELIVERY

5.1 Unless otherwise stated, Seller shall deliver ex works (EXW INCOTERMS 2010) and therefore all the risks related to the supply become in charge to Buyer when Seller places the Goods at the disposal of Buyer at the Seller’s premises or at another named place.

5.2 The ownership of the Goods supplied by the Seller shall pass to Buyer on their delivery at the Seller’s premises or at another named place.

5.3 It is understood between the Parties that Seller may at any time unilaterally change the place of delivery, after prior written notice to Buyer.

5.4 Shipping via forwarder shall be at the risk and cost of the customer to the delivery address named by the customer in the order. If the address information provided by the customer is incorrect, incomplete or unclear, any costs resulting therefrom shall be borne by the customer.

5.5 Buyer is required to carefully check the condition of the packaging and report to the carrier any anomaly, even minimal, that he may find on the packaging itself (breaks, tears, holes, dents, damp or wet areas, packaging delivered upside down). If, at the moment of receipt, the Buyer finds any anomaly, even slight, he must write in the consignment note specific and detailed reservations of acceptance with reference to the apparent state of the goods and their packaging, as generic reservations are not valid. The placing of specific and detailed reservations will allow the Buyer to make an appropriate claim concerning the carrier’s liability for partial loss or damage of the goods transported. Without a specific reservation we cannot replace or refund the product.

5.6 Shipping cost specified in the Confirmation Order is only an estimate, any extra costs due to factors not foreseeable at the time of conclusion of the Confirmation Order such as, for example, delivery in restricted traffic areas or delivery in narrow roads not suitable for normal trucks, are excluded and, in case they occur, are on charge of the customer.

5.7 Delivery is only to be considered at street-level delivery.

5.8 Seller will not be responsible for Forwarder’s delays. Shipping timeframe provided by the Seller is only a good faith estimate of the expected delivery date.

6. REASONABLE DELAYS

6.1 Any timeframe provided by the Seller is a good faith estimate of the expected delivery date. The Seller will use commercially reasonable efforts to fill customer’s orders within the time stated but in no event shall the Seller be liable for any damages associated with the Seller inability to meet any such timeframes or deadlines.

6.2 Seller shall not be liable for failure to comply with its contractual obligations in so far as such breach derives, directly or indirectly, from:

    a) causes beyond the control of Seller or reasons of Force Majeure;

b) actions (or omissions) of Buyer;

c) non-respect of payment deadlines;

d) inability to obtain the materials, components or services necessary for the execution of the work and             the supply of the Goods.

6.3 In the event that any of the abovementioned hypotheses is to occur, Seller will communicate it to Buyer together with a quantification of the possible delay and the new delivery date. If Seller’s delay is caused by Buyer’s actions or omissions, or by the specific work of other contractors or suppliers of Buyer, Seller shall be entitled to a fair revision of the price.

6.4 Seller will not be responsible for Forwarder’s delays. Shipping timeframe provided by the Seller is only a good faith estimate of the expected delivery date.

7. TECHNICAL RULES AND RESPONSIBILITIES

7.1 Seller’s Goods are in conformity with the legislation and technical standards in force in Italy and the Seller does not guarantee that the information contained on its website, in the brochures and in data sheets are in accordance with the jurisdiction of each country or that the products displayed on the site are permitted for sale in all jurisdictions.  Road use of bicycles is subject to local regulations, codes and laws, Seller’s Good may require further adjustments to the original configuration to adapt it to them (for example brakes, lights, acoustic signalling mechanisms, tyres, reflectors). Seller does not assume any responsibility in the event that the equipment of brakes, lights, acoustic signalling mechanisms or other do not correspond to the local regulations in force.

8. INTELLECTUAL PROPERTY RIGHTS

8.1 All intellectual property rights, including, without limitation, patents and/or the relevant applications, relating to the Goods are property of Seller.

9. WARRANTY – GENERAL RULES

9.1 Seller warrants to Buyer that, at delivery, to the extent manufactured by Seller, Goods conform to the requirements set forth into the Specific Contract and that they are free from manufacturing defects in materials and workmanship. All info about warranty, return and changes will be fully discussed in the “Warranty, Returns & Changes” Policy published in the website.

9.2 Shipment by freight forwarder will be at the risk and expense of the customer to the delivery address indicated by the customer in the order.  The Seller shall not be liable for any damage suffered by the Goods during shipment and caused by the carrier.

10. MISCELLANEUS

10.1 If provisions of these General Terms should be ineffective in whole or in part due to compulsory statutory provisions, the remaining provisions of these General Terms shall continue to be effective without change. The parties undertake to agree without delay on a new effective provision which shall come as close as possible to the economic purpose of the ineffective provision.

10.2 It is understood that any tolerance to violations of these general conditions will in no way be construed as renounces exercising the rights and/or faculties linked to them or consequent.

10.3 The customer shall not be entitled to remove or make invisible any trademarks or identifying marks on the goods, any documents accompanying and/or regarding the goods.

10.4 The customer shall be obliged to inform the Seller about any changes of his name, address and/or domicile in writing without delay; otherwise, he shall be obliged to reimburse damages. If he fails to notify such changes, any written communication to the customer’s address most recently named shall be deemed to fulfil the requirements of effective service.

11. APPLICABLE LAW AND JURISDICTION

11.1 These General Terms shall be governed by the laws of Italy with the exclusion of UN Sales Law. In the event of any dispute in connection with the law courts of Lecce, Italy, shall have exclusive jurisdiction in any dispute arising out of or in connection with these General Terms.

12. PRIVACY

12.1 Seller shall at all times comply with the requirements of applicable privacy legislation, Seller’s privacy policy and any guidelines issued from time to time under Seller’s privacy policy. Privacy policy is published on the Seller website.