Terms and Conditions
These Terms and Conditions shall be concluded between Energy Solution situated in Via S. Rocco 101 – 2nd floor below street – 16036 Recco (Ge) No fax +39. (0) .18.104.22.168. and the Company, firm, person or undertaking set forth above.
The intent of these Terms and Conditions is to establish terms and conditions apply to all customers and that will be applied to every service offered by Energy Solution and any product sold by Energy Solution to customers.
Special terms and conditions by which these services or products supplied will be drawn in separate agreements, written proposals, quotes, etc… (hereafter referred to as “Related Agreements”). Conditions of these Terms and Conditions will be included in each of the related agreement and will govern all agreements and arrangements including but not limited to, the related agreement between the parties if not differently expressed and developed in a related agreement. In cases where the provisions of the Terms and Conditions are divergent from those expressed in any of the related agreement, will prevail on the clauses in the related agreement, except for Section 3.0 “Statement of Limited Warranty” which will follow the provisions of the Terms and General Conditions, unless expressly stated in writing and countersigned by authorized personnel from the Energy Solution.
2.1 Terms of Payment
All charges are payable in accordance with the credit terms stated on the Energy Solution’s invoices . In case of delays in delivery by the Purchaser in the fixed date, payment terms will take place at a time when Energy Solution will be ready to make the shipment. The lack of any type of payment set out in this Agreement or in a related agreement by Customer, will be considered as a misdemeanor and, without limiting the Energy Solution to strive by legal means or by following as stipulated in this Agreement, shall be eligible to Energy Solution to suspend or terminate services or products provided to you by following the related agreement.
2.2 Recovery Costs & Expenses
All costs and expenses incurred and directly related to the provided services will be refunded to Energy Solution. These costs may include, but are not limited to this, air fares, hotel, tolls, meals, parking fees, various expenses, fax, postage, travel expenses, reimbursements kilometers from the place of shipment Energy Solution to where will it be delivered, and other extra expenses incurred.
2.3 Financial Charges, Cost Recovery and Expense
Any expense not paid within thirty (30) days from the date of invoice, will impose a tax equal to ‘1.5% monthly (18% per annum) on the outstanding amount until payment. Where Energy Solution has to resort to legal action or other proceedings to collect their own figures, Energy Solution will be entitled to recover costs and expenses to be overcome in order to recover that sum (tax collection data, and witness fees legal costs arising including but not limited to).
2.4 Storage costs
If upon notification to the Customer or his agent that the material is ready for shipment, the material is not sent for any reason beyond the expertise of Energy Solution, including misconduct by the Customer to give adequate instructions for shipment, Energy Solution will put aside the material at the Customer’s expense and risk. Customer shall pay the costs of packaging, transport, storage and insurance of the commercial rate of the majority.
2.5 Credit Approval
Shipping, delivery and work performance should be performed with the approval of the Energy Solution. Energy Solution may at any time refuse to make a shipment, delivery or work except where it is produced a receipt of payment or insurance or if the terms and conditions meet the Energy Solution.
Orders are not subject to cancellation or charges in specific,.Shipping plans or other conditions agreement without the written consent of Energy Solution, will be judged at the sole discretion of Energy Solutions, which will be reimbursed for the damages and expenses that such cancellations have caused .
2.7 Restitution of Goods
• Parts and electrical components can not be returned • Energy Solution reserves the right to apply a charge of re-stocking for the returned goods, at its sole discretion.
• Before returning goods prior written declaration is required. Any goods should be returned with shipping paid by the customer at the point of sale designated by Energy Solution, unless otherwise instructed at the time of authorization.
• Energy Solution reserves the right to deny permission for the return of goods at its sole discretion.
• Energy Solution reserves the right to refuse returned merchandise without authorization.
• All complaints about returned merchandise must be made within thirty (30) days from date of shipment and accompanied by original receipt with which the delivery was made.
• When Energy Solution selling a product on “base exchange”, a “material exchange” may be paid to the client if a “material” is properly returned to Energy Solution, with transportation prepaid, within thirty days following the dispatch of commodity. Energy Solution reserves the right to determine whether the “material” is acceptable (must be reasonably and economically suitable for the repair and resale)
2.8 Circumstances beyond our control
Energy Solution is in no way responsible for any failure or delay due to contingencies not within its competence or the competence of its suppliers or subcontractors, which hamper or interfere with the job.
In the event that the dates for delivery or request for service should occur wars, restrictions related to them, restrictions in the supply of fuel, strikes, lockouts, fires, bombings, terrorist attacks, accidents, floods, droughts, and any other event extraordinary as to restrict the activities of Energy Solution, its suppliers and its subcontractors, which may interfere with the shipment, delivery of equipment and credit problems, delays or inability to provide material, Energy Solution reserves the right to cancel a contract for the provision of services / assistance on site or contract of sale or to postpone the delivery date when you experience one or more of those events.
In case of delay or postpone the expedition caused by these events, and in case the Customer modify the shipping instructions, any additional expenditure will be borne by the Customer and inserted between the entries of the purchase order.
2.9 Sale to Third
Energy Solution can sometimes direct the Customer to third party vendors for certain products or services requested by the Customer. These vendors are not subcontractors of Energy Solution, is therefore the responsibility of the customer to choose and negotiate the terms and conditions of business relations with them. Energy Solution will not be responsible either for products or services they provide.
In addition to the amounts contained in this agreement and all related agreement, the Client shall pay all the selling rights of usufruct, the value-added and other taxes and charges of any nature, community, state, provincial or other (in this called “taxes”) valid for Italy and foreign countries that are imposed by reason of this Agreement or any product or service provided by Energy Solution. Customer is required to expeditiously settle the amounts advanced by Energy Solution in place of the Customer to pay such taxes or for which payment has been requested by the Energy Solution. Energy Solution reserves the right to credit such taxes separately.
• Any claim for deductions and omissions and incorrect billing must be made in writing within thirty days of receipt of goods or services or will not be considered valid.
• All names, numbers, symbols and descriptions of the manufacturers have only illustrative and do not imply that the parties listed have been produced by the manufacturers mentioned above.
• Any clerical error by Energy Solution is subject to correction.
• Prices are subject to change without notice.
• Unless otherwise stated, prices are FOB from the manufacturer.
• Delivery dates are estimated by Energy Solution. These dates are only estimates and in no case be considered binding on the pretext that “time is of essential importance.”
2:12 No Employ Clause
For the duration of each related agreement by which the Energy Solution provides products or services and for the subsequent period of one (1) year, the Customer and its affiliates have no right to (a) employ, to hire or employ as subcontractor or consultant any employee, subcontractor Energy Solution or its affiliates, (b) solicit any employee or subcontractor of Energy Solution or any of its affiliates in getting hired as an employee, consultant or subcontractor by the Customer or any of its affiliates, or (c) to recommend or suggest to any person or entity to recruit, to hire or employ any of these employees and subcontractors. In the case of infringement of these clauses, Energy Solution will be entitled to compensation, upon request, such as receivables and not as penalty, an amount equal to annual basic salary by adding all fees payable to such employee or subcontractor from date of dismissal of the employee or subcontractor by Energy Solution or a subsidiary. The amount of damage caused by such offense, or a breach of these articles, it is difficult to quantify but Energy Solution will be fully compensated for the offense suffered.
2:13 Legal and Judicial Rules
These Terms and Conditions and any related agreement must be drafted and must respect the laws of the Italian State, without regard to disagreements with the terms and conditions. The Convention of Italy for the International Sale of Goods does not interfere with the provisions of these Terms and Conditions and any related agreement. All instances of this Agreement shall be brought and stored at the place of jurisdiction.
2:14 Assignment and Transfers
If not otherwise specified in the related agreement, these Terms and Conditions and any related agreement shall be assigned or transferred by both parties and must be linked to the benefit of the Energy Solution and the Customer, plus the legal representatives, successors and by by agents.
These Terms and Conditions and any related agreement shall be valid and extensible to the extent permitted by law. If any term, condition or requirement of these Terms and Conditions or any related agreement or any application related to them, will be held invalid or unenforceable, then that term, condition or requirement must be reviewed and limited to make it acceptable in terms of law of the remainder of these Terms and Conditions or the related agreement and so the applicability to persons or circumstances outside of the terms, conditions or presuppositions that are invalid or unprotected Judicial these Terms and Conditions, are not affected.
2:16 Entire Agreement Changes
These Terms and Conditions and any related agreement constitutes the entire agreement between Energy Solution and Customer regarding the above subject and replaces all previous communications, whether written or oral. No changes to the Terms and Conditions or the related agreement may be taken without a written and validated by authorized representatives of Energy Solution and the Customer.
Any notice or other written communication to one party interested in these Terms and Conditions or in any of the related agreement, will either be delivered personally, sent by fax or by courier within the next business day or by registered AR registered or certified mail, prepaid. The address or fax number header must be those agreed at the time of the agreement or to another address or fax number that the party must specify in writing.
2:18 Waiver or inability to Action
The waiver or the impossibility of both parties to respect the rights established for that part in these Terms and Conditions or in any of the related agreement, shall not constitute a waiver of rights factor listed below.
2:19 Third Party Beneficiaries
These Terms and Conditions and any related agreement is not designed to determine the rights to any third parties (except for subsidiaries Energy Solution), including suppliers and customers of a party or create any obligation of any party in respect of said third party.
A “subsidiary” of a contracting party, in the sense afforded it in these terms and general agreement to a third party who is directly or indirectly (with the right to vote for the security, contractual or otherwise) controls, is controlled or divide the control with the party.
3.0 Limited warranty statement
Energy Solution does not express any explicit or implied warranty, warranty without limitation including, for goods had through a manufacturer. There is no warranty as to extend as worded in the present. There are no also warranty extensions beyond those contained in related agreement. Energy Solution makes no guarantee for any type of equipment, piece or device. The only protection for the customer is the manufacturer’s warranty. Under customer’s request, Energy Solution can provide specific lines of guarantee from suppliers. The customer accepts the goods at the time of purchase in its entirety, including the defects, if not otherwise drawn in the manufacturer warranty. Energy Solution can provide technical information or advice to assist the customer to use proper equipment or systems; Energy Solution in this case, however, does not recognize any warranty on them, whatever it is, and assumes no liability in case of government regulations.
Uniqie and limited warranty of Energy Solution
The warranty on technical assistance services provided by Energy Solutions defects in workmanship is ninety days from the date of invoice. This warranty does not cover damage caused by external causes including accidents, abuse, maltreatment, problems with electrical voltage, unauthorized revisions by Energy Solution, use contrary to instructions, lack in fulfilling routine maintenance, and problems due to ‘use of parts and components not supplied by Energy Solution. This warranty does not cover replacements or repairs due to wear. Energy Solution’s liability is limited to replacements and repairs, and the proceedings on the execution of the same is wholly under the Energy Solution.
ENERGY SOLUTION IN NO EVENT BE LIABLE FOR ANY FAILURE OR IS IT SPECIAL, INDIRECT, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR THE PAYMENT OF AN AMOUNT GREATER THAN THE DAMAGE CAUSED (INCLUDING, WITHOUT LIMITATION, INTERRUPTION OF BUSINESS, TAX TAXES, FEES OR FINES ), EVEN IF ENERGY SOLUTION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR FAILURE WAS POSSIBLE AND
REGARDLESS OF THE NATURE OF THE CLAIM, WHETHER BASED ON CONTRACT, CIVIL LIABILITY FOR LIMITED LIABILITY OR OTHER LIABILITY.
Energy Solution does not accept any liability if not drafted in accordance with this statement, or liability for incidental or consequential damages. Energy Solution fails to indicate any kind of guarantee if not specifically mentioned in this statement. Any other type of guarantee must be in writing and signed by personnel authorized by the Energy Solution.
4.0 Customer acknowledges
Customer acknowledges that undertakes the conduct of trade or business and that is an entity of work. Customer acknowledges that this transaction is included in a business setting and has no personal value and can not be sold and delivered by the consumer.
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