Bersy - General Conditions of Sale

Section 1 – SCOPE AND VALIDITY OF GENERAL CONDITIONS OF SALE
Unless expressly excluded, permitted or amended in writing prior to the conclusion of this agreement, these general conditions of sale are valid and regulate the terms and conditions of sale of products manufactured by Bersy srl Unipersonale (hereinafter, Bersy), having its registered office in Curtatone (Mantua) in Via A. Pitentino No. 24; these general conditions shall remain fully valid and in force for all sales contracts executed both in Italy and abroad.
By issuing a purchase order the Purchaser acknowledges and accepts these general conditions of sale without reservation, constituting an integral and binding part of all offers & purchase orders of the Seller’s products, regardless of whether or not they are expressly quoted.
Bersy reserves the right to supplement, amend or replace these general conditions of sale, even through information published on its corporate website (www.Bersy.com). “New” terms and conditions will be applicable directly to contracts entered into between the parties following amendments without requiring any formality whatsoever and will be applicable to previous agreements as long as provided with a written declaration of approval.

Section 2 – CONCLUDING THE AGREEMENT
The sales agreement will be concluded when the Seller (Bersy) expresses its intention to conclude the agreement by issuing an order confirmation thereby delivered to the addresses indicated by the Purchaser. The written order confirmation shall constitute the entire agreement, even if it amends the Purchaser’s representations in any way, except for the sales price and quantity of goods to be delivered. Regardless of the type or number of amendments, the agreement will not be concluded if the Purchaser objects in writing to the changes implemented and if said objections are provided to Bersy by no later than 5 days after receipt of order confirmation sent by the Seller.
The agreement shall be considered concluded and finalised at Bersy's premises in Curtatone in Via A. Pitentino No. 24.
The quotations and offers provided by Bersy shall by no means constitute a contractual proposal; therefore, they are not binding on Bersy as they are subject to verifications and changes. Purchase orders shall be provided to Bersy by telephone, letter, fax or email and shall include all the elements deemed necessary to accurately define and identify the requested product. In the event the order is not consistent with the offer or quotation, it is the Purchaser’s responsibility to highlight the changes implemented thereto. Each order proposal shall be considered irrevocable for the Purchaser, effective for a period of fifteen days. Unless otherwise approved in writing by Bersy, any purchase terms and conditions, clauses or any other provisions quoted in the order issued by the Purchaser that is not consistent with the general conditions of sale shall be considered null and void.

Section 3 – ORDER CANCELLATION
The Purchaser may not cancel orders (partially or otherwise) without a written authorisation from Bersy. The Seller reserves the right to examine the Purchaser’s request and determine whether to postpone the delivery (ies).

Section 4 – TECHNICAL SPECIFICATIONS
All the features, technical specifications or functions of the products, manufactured or traded, available on the website, catalogues or other, should be considered as purely indicative and not binding in any way as they are subject to arbitrary changes by the Seller; they shall only be binding to the extent in which said information is expressly confirmed in writing by Bersy in the relevant documents. Prior to concluding the agreement, the Purchaser undertakes to inform the Seller in writing whether the goods ordered must be used for other purposes or in particular work conditions which may pose a hazard to health, safety and the environment.
All documentation (samples, drawings, pictures, etc) as well as instructions required for the manufacturing process, installation and correct operation of the goods subject to sale or parts related thereto, shall remain the exclusive property of Bersy and may not be used, copied, reproduced or made public without written consent by Bersy who shall remain the owner of any intellectual or industrial property rights of the product. The standard version of all products conforms to EU Directives.

Section 5 - COLLABORATORS
Collaborators, agents or sales representatives who act on behalf of Bersy are not authorised to enter into agreements, allow amendments to these terms and conditions, agree on guarantees or waive the written confirmation requirement from Bersy.

Section 6 - PRICES
Sales prices, where applicable, refer to the prices on the Seller’s price list in force as of the conclusion of the agreement. BERSY publishes and regularly promotes its price lists and sends them by e-mail to its customers on a regular basis.
Unless agreed otherwise in writing, the agreed prices or whenever the prices on Bersy price list in force are not available, shall be ex works from the Seller's warehouse, excluding packaging and VAT. Therefore, the customer shall be liable for transportation costs, packaging costs, taxes, duties and expenses associated with bank bills or expenses to legalise the agreement. Bersy reserves the right to change the price list of all its products in the event of an increase in supply costs or increase in other costs associated with the purchase price of the products. Discounts or rounding off are not allowed on issued invoices.

Section 7 – DELIVERY - TRANSPORTATION
The delivery date of the goods shall correspond to the date specified in the order confirmation sent by Bersy, unless agreed otherwise in writing by the parties thereafter. The delivery term is calculated based on business days and shall be considered as purely indicative and approximate.
The Seller reserves the right to make partial deliveries resulting in invoices being issued for the delivered products and should be paid according to the terms and conditions agreed in the order confirmation. The Purchaser may neither reject partial deliveries nor the respective invoice and may not demand the termination of the unfulfilled part of the agreement.
Nevertheless, Bersy reserves the right to amend the delivery terms at its own discretion by providing proper notice; in the event that the Purchaser shall have outstanding credits payable to Bersy for previous deliveries, the Seller shall be entitled to suspend the execution of the agreement until said payments are made accordingly and proper guarantees are provided on payments not yet due. Any delays in delivery with respect to the estimated delivery date shall by no means give rise to a claim for damages or entitle the Purchaser to discontinue or delay payments. Once the “Notice of Goods Ready for Delivery” is issued all risks associated with the sale of the goods will be transferred to the Purchaser.
The goods shall be delivered Ex Works Bersy’s establishment in Curtatone.
Any other incoterms or notes in the order confirmation or in other documents issued by Bersy shall not constitute an exemption of said clause, which may only be amended with express written permission, countersigned accordingly. The Purchaser shall be liable for transportation costs and the goods shall be either collected directly by the latter or by a carrier assigned thereto. Bersy shall by no means be responsible for transportation and therefore the customer shall be exclusively liable for all risks associated with transportation. Furthermore, Bersy shall not be liable for replacing any materials that have been tampered with, damaged or lost during loading/unloading of the goods or during transportation; likewise, Bersy shall not be held liable for any damages whatsoever caused by a delay in delivery. Upon delivery, the Purchaser shall immediately examine the integrity of the product. In the event of delay in collecting the goods beyond 10 days after receipt of the "Notice of Goods Ready for Delivery" sent by Bersy, the latter will be entitled to charge a storage fee of Euro 2 (two) per day applicable for each item and Euro 100 (one hundred) for each item whose size exceeds the EUR size. If the Purchaser requests Bersy to arrange the transportation of the goods subject to sale under this agreement, the Purchaser shall in any case bear all transportation risks and all the expenses incurred will be charged to the Purchaser accordingly. In this case, Bersy shall be entitled to choose the type of carrier that it deems most appropriate based on its own needs and the Purchaser may not object to its decision or the respective costs.

Section 8 – PAYMENT TERMS
Unless agreed otherwise in writing, all payments must be made via bank transfer to the Bank indicated by Bersy; payments are due within the terms indicated in the order confirmation or upon receipt of invoice if not specified otherwise. For all new customers, payment must be made strictly before receiving or collecting the ordered goods.
Disputes regarding any invoices must be sent by registered letter with advice of delivery to Bersy within 8 days after receipt of invoice; if the Purchaser fails to do so, the invoice will be considered accepted without reservation.
The Purchaser shall not cancel or delay payment of the goods, subject to the sales agreement, or raise any objections before paying the full amount for the delivered goods.

If the Purchaser delays payment of the sums due, default interest will be charged (pursuant to the Italian Legislative Decree 231/2002 and subsequent supplements thereto) without prejudice to the Seller's right to assert claim for greater damages pursuant to laws in force.
The Seller may withdraw from the agreement and withhold any undelivered products or delay the execution of pending orders and postpone the delivery of the products until all outstanding payments are made accordingly.
Regardless of the value date of the payment or jurisdiction, Bersy at its sole discretion reserves the right to offset payments due from the Purchaser against its own receivables or those from third party obtained through assignment.
However, the Purchaser may not offset its own receivables against those of Bersy, unless expressly authorised in writing by the latter.

Section 9 – WARRANTY
The Seller certifies the quality of the products and warrants that the products made by Bersy are free from manufacturing defects (not applicable for parts purchased from third parties); the warranty is valid for twelve months following delivery of the products, regardless of when the goods are used initially.
The Warranty will not be valid in case of faults caused:
 during loading and unloading;
 during transportation;
 as a result of using the products in environments or operating temperatures differing from those prescribed or recommended by the Seller, as specified in the product’s user, maintenance and installation manuals;
 by wear and tear, negligence, carelessness, modifications, incorrect or improper installation or maintenance conducted by the Purchaser without following the instructions and guidelines provided in the product's user, maintenance and installation manuals;
 by incorrect installation or assembling by unqualified personnel;
 by repairs or modifications conducted by personnel who are not authorised in writing beforehand by Bersy;
 by fire, flooding, inductive/electrostatic discharge or caused by lighting or other phenomena unrelated to the equipment, power failure, voltage fluctuations or faults;
 by encrustations on piping or algae were special treatment and filtering systems are recommended.

Section 10 – COMPLAINTS
Any delivered products that do not conform to the products ordered by the Purchaser must be reported to Bersy by registered letter with advice of delivery (sent by fax or e-mail beforehand) by and no later than five days after delivery of the goods. If the Purchaser fails to do so, the delivered products will be considered conforming to the ordered products.
Any complaints regarding product faults or defects must be described in detail and non-conforming issues must be reported to Bersy by registered letter with advice of delivery (sent by fax or e-mail beforehand) by and no later than eight days after delivery of the goods (for obvious defects) and within eight days from the time the defect was discovered (for hidden defects); otherwise complaints will not be accepted. The manufacturer reserves the right to replace faulty parts with replacement parts, without prejudice to the manufacturer’s obligations under the warranty applicable for 12 months after the replacement/shipment of the parts. The Warranty only covers faults associated with products that suffered a malfunction; it is the sole discretion of the manufacturer to decide whether to repair or replace the damaged parts or replace the entire product.
The Warranty does not cover products that according to the Seller are or may be subject to defects that limit their use and as a result both parties agree on a price reduction to reflect the lower value of the product.
If a complaint is found to be groundless, the Purchaser shall be liable for paying the Seller all expenses incurred by the latter in the verification process (travel, surveys, etc.).

Section 11 – RETURNED PRODUCTS AND REPAIRS
Any returned products for whatever reason must be authorised in writing beforehand by Bersy.
Returned products must be sent to the Seller’s premises by a carrier indicated by the latter; products must be intact and include the original box and packaging so that the product can withstand damages or alterations in which the Purchaser will in any case be liable. Returned products must include the following documents:
 a return authorisation from Bersy;
 return slip from the Purchaser that should include the delivery note number;
 a description and number of the returned product;
 reason for returning the product, including a detailed description of the defects found;
 replacement or repair request.
The returned product will not be examined and is subject to verification in case any of the foregoing documents are not provided or in case the product is found to be tampered with, damaged or used improperly; if so, the Purchaser will be liable for shipment costs.
Repairs will be conducted at the Seller’s premises and the delivery of the repaired product shall be Ex-works Bersy’ premises.

Section 12 – THE SELLER’S LIABILITY
Subject to wilful misconduct or gross negligence, the Seller will not be held liable in any way towards the Purchaser for loss of profits, accidental or consequential damages or for direct or indirect losses of any sort. In any case, the Seller’s liability shall extend to the value of the purchased product.
The Purchaser represents and warrants that it has a full understanding of the goods manufactured and sold by the Seller; therefore, it undertakes to indemnify and hold the latter harmless against any damages caused by the products to persons or things, movable or immovable property, effective from the time the goods, subject to this sales agreement, leave the Seller's premises, regardless of whether the warranty is valid or not.

Section 13- LEGAL EXPENSES
In case the Purchaser fails to meet its payment obligations, Bersy shall assign its own trustee to proceed with the credit collection process. Once the Seller assigns a collection lawyer, the Purchaser undertakes to pay an additional penalty fee equal to 30% of the outstanding amount pursuant to the Italian Legislative Decree No. 231/2002 and subsequent supplements thereto; a minimum sum of € 200.00 will be calculated as a lump sum for legal expenses thereby waving the obligation to furnish a report.

Section 14 – JURISDICTION AND COMPETENT COURT
The validity, interpretation, execution and termination of these contractual conditions and any other agreement between Bersy and the Purchaser shall be governed by Italian Law. The Vienna Convention on International Sale of goods or other conventions are expressly excluded from this agreement.
Any dispute between the parties arising under or relating to this agreement will be exclusively settled by the Court of Mantua.

Section 15 – PRIVACY CODE
Pursuant to article 3 of the Italian Legislative Decree No. 196/2003 regarding the Data Protection Code, Bersy acknowledges that the personal information of its customers gathered for any reason will be processed for the purposes of the performance of this agreement, including pre-contractual purposes, financial assessment, verification of methods of payment on executed contracts and for sales and promotional communication purposes.