Electronics

General Conditions of Sales

Here you will find all legal documents, notices, general terms and conditions, terms of delivery, disclaimer etc. Please feel free to contact us with questions at any time.

AL-KO Vehicle Technology Electronics S.r.l.
Via Vienna 4
38121 Trento

Contact:
Telephone: +39 0461 991598
Fax: +39 0461 960009
E-mail: cbe@cbe.it

  1. These general conditions of sale (the "General Conditions") exclusively govern the sales of AL-KO Vehicle Technology Electronics S.r.l. (hereinafter referred to as "Seller”) to its customers (hereinafter referred to as "Customers"/ "Customer" – and jointly, Seller and the Customers, the "Parties") concerning the supply of electric-electronic equipment and wiring
    harnesses (hereinafter referred to as the "Products").
    These General Conditions prevail over any general or special purchase conditions of the Customers and are an integral and essential part of all purchase orders confirmed by the Seller, unless otherwise expressly agreed between the Parties for a specific order. In this case, the specific agreement that will intervene between the Parties shall apply, unless expressly otherwise provided.
  2. The Customer waives to apply its own general and special purchase conditions which shall in any case be deemed to have no effect between the Parties.
  3. Any other different and further condition is ineffective as well as any modification and / or addition to these General Conditions by the Customers, unless expressly accepted in writing by the Seller. In the event that during the contractual relationship Seller express its written acceptance by way of derogation to changes and / or additions of these General Conditions, the changes and / or additions shall be deemed limited to the specific order for which they are agreed.
  4. These General Conditions apply even if they are not expressly referred to and signed in the order confirmation. They are published for this purpose on the Seller’s websites www.cbe.it and www.nordelettronica.it
  5. These General Conditions are effective until they are expressly revoked by Seller or replaced by new General Conditions.
  6. To the extent not governed by these General Conditions, the provisions of the Italian Civil Code on sale agreement shall apply.
  1. Any offer made by Seller to a potential Customer is valid for the period indicated in the offer itself (hereinafter the "Offer"). Such Offer is not binding on Seller and is subject to confirmation by Seller upon receipt of the Customer's order. Orders shall be considered valid and effective only if placed in writing. The individual sales contract (hereinafter the “Contract”) is concluded upon the Seller’s acceptance of the order, by means of a written notification sent by email or via the Customer’s platform (hereinafter the “Order Confirmation”). The non-acceptance of an order sent by a Customer shall not expose Seller to any liability nor give the Customer the right to make any claims whatsoever against the Seller.
  2. Any acceptance of the order that does not comply with the respective order shall be considered as a counter-proposal. Such counter-proposal shall be considered accepted by the Customer if not rejected or disagreed in writing within 7 days from its receipt, without the Customer being entitled to object or claim anything for any reason whatsoever after this period has expired.
  3. Any amendments to the Contract proposed by the Client shall not apply, even partially, unless expressly accepted in writing by the Seller.
  4. No cancellation of the order by the Customer is permitted, once accepted by the Seller; however,  the Seller reserves the right to accept any requests for cancellation of orders after that date, subject to payment by the Customer without prejudice to compensation for any damages incurred by the Seller, which shall be duly documented.
  5. In the event of amendments to the Products agreed between the Parties after the date of conclusion of the Contract, the delivery date shall be automatically extended by the period necessary required to carry out such amendments.
  1. Technical information in the catalogue, price lists, brochures, websites or other similar documents are merely indicative and do not bind Seller unless expressly referred to in the Contract. The Seller, in any case, reserves the right, at any time, even after the Order Confirmation, to change the technical and dimensional parameters of the Products and/or to
    make any improvements and changes, including aesthetic ones, deemed appropriate or necessary, without the Customer being able to object to anything for any reason or title.
  2. The Customer for whom customised Products have been made warrants and, therefore, undertakes to indemnify and hold harmless the Seller, and/or its employees, officers and agents at first request and any exceptions removed, from any charges, costs and/or expenses incurred by the latter and deriving from claims by third parties by way of unfair
    competition or for infringement of industrial or intellectual property rights (including, by way of example, trademarks, patents, models, copyrights or know-how).
  3. The Seller, unless otherwise agreed in writing with the Customer, shall be the exclusive owner of any improvements and/or adaptations and/or additions made by it to the drawing or project eventually supplied by the Customer. These
    improvements and/or adaptations and/or additions, again unless otherwise agreed, may not be used by the Customer either directly or indirectly.
  1. The delivery terms are established in the Order Confirmation and are intended as indicative and not binding for Seller, unless otherwise agreed in writing. Except in the case of willful misconduct or gross negligence, any compensation for damages for delayed or nondelivery of the Products is expressly excluded.
  2. In any case, any delay due to causes beyond Seller's control (e.g. delays in deliveries from suppliers, difficulties in procurement of raw materials and components etc.) shall not be considered as a delay for which the Seller is responsible.
  3. Delivery terms shall be counted in working days and shall start from the date of Order Confirmation. Unless otherwise agreed, the Products shall be delivered in standard commercial packaging in accordance with commercial practice for products of the same type.
  4. Unless otherwise agreed upon in writing between the Parties, deliveries are made according to the delivery terms indicated in the Order Confirmation. Any delivery term contained in the Order Confirmation, Contract or in these General
    Conditions shall have the meaning set forth in Incoterms® of the International Chamber of Commerce, in the edition in force on the conclusion of the Contract, with its attendant rights and obligations. The transfer of risk of loss, obligations
    and costs from Seller to Customer will be in accordance with the applicable Incoterms rule.
  5. If, according to the Contract, the transport is to be taken care of by the Customer, the latter shall ensure that the courier appointed by him for the transport makes available and delivers to the Seller, upon its request, all documentation that may be useful and/or necessary for Seller for customs or tax purposes, (import bills, transport documents, etc.) within 3 days after delivery.
  6. In any case in which the Customer, for reasons not due to the Seller, has not promptly collected the Products and in any case in which the delivery has not been possible for reasons due to the Customer, all relevant and consequent expenses shall by borne by the Customer, as well as the risks connected to them. In such cases, the Customer shall pay Seller any costs incurred for any storage of the uncollected goods, without prejudice to Seller's right to claim compensation for any further damage and without prejudice to Seller's right to request termination of the Contract.
  7. The Products shall be verified and checked upon arrival for their compliance with the order confirmation. Any discrepancies, concerning the quantity, species or type of Products supplied, shall always be reported in writing, within 7 days from receipt, providing for all details for immediate control. After this deadline, the Products will be considered accepted for all purposes. Furthermore, the use and/or installation of Products with apparent defects excludes the
    possibility of disputes or claims relating to such defects.
  1. ​The Customer undertakes not to disclose, either directly or indirectly, and to treat as confidential all technical information, prototypes, formulas and technical or commercial knowledge received from the Seller, and this even after the termination of the Contract.
  2. All printed matter and other documents (price lists, catalogs or other similar documents, including those in computer and digital form) relating to the Products are Seller’s exclusive property. Their reproduction, even in part, is prohibited unless
    authorized in advance in writing by the Seller.
  3. The Customer acknowledges and agrees that the Seller owns all Intellectual Property Rights, as defined below, related to the Products. Except for the right to use Seller’s Intellectual Property in connection with the purchase and use of the Products, the Customer has no right or licence to any Seller’s Intellectual Property.
  4. For the purpose of these General Conditions, “Intellectual Property” means all patents, know how, trademarks, internet domain names and copyrightable material, including without limitation data sheets and technical service manuals.
  1. The price of the Products shall be that resulting from the price list in force at the time the order is sent, or that negotiated by the Parties and resulting from the order confirmation sent to the Customer.
  2. It is understood that the price list may be subject to periodic variations at Seller's discretion. All prices indicated on the price list are in Euros, excluding VAT and any duties, taxes, levies. Any other ancillary costs/services, such as transport, packaging, insurance, testing, certificates and other documents, shall be borne by the Customer, unless otherwise
    agreed in writing between the Parties. Unless otherwise agreed, prices are understood to be for Products packaged according to industry custom in relation to the agreed means of transport, it being understood that any other expenses or charges shall be borne by the Customer. The price shall be payable on the due date agreed between the Parties from time to time.
  3. Terms and payment condition are also set out in the Order Confirmation. Whenever the issuance of bank receipts (Ri.Ba.) is agreed as the method of payment, all related costs – including bank collection fees, management charges, and any expenses arising from unpaid items – shall always be borne by the Customer. Payment shall be intended as made only at the moment in which the relative amount is effectively accredited to the bank account of the Seller.
  4. In the event of delay in payment by the Customer with respect to the established terms, the Customer shall be charged by the Seller, with no notice necessary, the interest for delayed payment
    at the rate set forth in Article 5 of Italian Legislative Decree 231/2002.
  5. The Customer is not entitled to suspend nor delay payment for any reason whatsoever, not even in case of complaints (solve et repeat). Setoff of any credit or amount owed to Seller against any credit/amounts, present or future, owed by the Seller to the Customer is expressly excluded, without the Customer being entitled to claim and/or object anything for any reason whatsoever.
  6. In the event of non-fulfilment or defective fulfilment by the Customer of these General Conditions and/or the Contract, as well as in the event of difficulties in payments by the Customer or failing or decreasing the guarantees of solvency, the Seller, at its discretion, has the right to:
    1. suspend the supply and make delivery of the Products subject to the provision of adequate payment guarantees; or
    2. cancel orders in progress; or
    3. require immediate  payment of the supply, pursuant to Article 1186 of the Italian Civil Code, without prejudice to the Customer's liability for damages caused and without prejudice to any other remedy provided by law.
  1. The warrants that the Products are free from defects in design, materials and workmanship for a period of 12 (twelve) months from the date of delivery (hereinafter the “Warranty Period”).
  2. The warranty applies only with respect to the Customer and shall entail the replacement or repairment free of charge - at Seller's discretion  of the defective Products, to be carried out in
    accordance with the terms and conditions which shall be indicated by Seller and within the technical time normally required, unless otherwise decided for objective reasons of impossibility of adopting such remedy.
  3. Without prejudice to the provisions of article 4.7, Product defects shall be reported in writing by the Customer to the Seller within 3 days from their discovery, and in any case not later than the
    Warranty Period above indicated: failing such report within the above-mentioned term, the Customer shall forfeit the right to claim any defects.
    After the expiration of the Warranty Period, no claim can be made against the Seller. Any complaint must specify precisely the defect found; the disputed Products must always be made available to Seller's employees for inspection.
  4. Seller shall not be liable for non-compliance of the Products with the above warranty in any of the following cases (hereinafter ‘Warranty Exclusions’): 
    1. the Customer further uses the Products after notification of a defect as set out above;
    2. the defect occurs as a result of the Customer's failure to comply with Seller's oral and/or written instructions set out in the documentation accompanying the Product regarding the transport, storage, installation, use and maintenance of the Products or (in the absence of these) business practice relating to the same;
    3. the defect occurs as a result of the Seller having followed any plan or specification provided by the Customer;
    4. the Customer directly and/or through third parties uses products that are not compatible with the Products or alters the Product without the Seller’s prior written consent;
    5. the defect arises as a result of normal wear and tear, willful damage, negligence, or abnormal conditions of storage or work or environment, including but not limited to temperature or humidity, negligent installation or installation in environments not in accordance with the specifications communicated by the Seller or Force Majeure Events (as defined in clause 9).Seller also disclaims any liability for any damage that may, directly or indirectly, result from failure to comply with all the requirements set out in the documentation accompanying the Products, and in particular those relating to warnings on installation, use and maintenance.
  5. No other form of express or implied warranty other than that provided for in this clause 7, ma be invoked by the Customer, since the obligation assumed by the Seller to replace the Products in the events and under the conditions established herein are absorbent and substitutive of the warranties or responsibilities provided for by law. Therefore, any liability of the Seller is expressly excluded, except in case of fraud or gross negligence. In particular, no compensation and/or indemnity may be claimed for damages, direct or indirect, of any nature resulting from the failure or limited use of the Products.

 

  1. Without prejudice to mandatory statutory provisions, the aggregate liability of the Seller to the Customer for any and all damages, losses, costs, expenses, claims, actions arising out of, or resulting from the performance or non-performance of any provision of these General Conditions and/or the Contract
    1. shall be limited to actual damages which are a direct and immediate consequence of the performance or non-performance of any provision of these General Conditions and/or the Contract by the Seller and, therefore, any liability of the Seller or loss of profit, loss of goodwill, loss of business, loss of business opportunity, indirect and/or consequential damages shall be excluded
    2. shall in no event exceed as a total amount the purchase price under the specific Contract which is the subject of the claim
  1. Without prejudice to Customer’s payment obligations, which in any event shall be performed at the contractually agreed time, no event constituting a breach of these General Conditions and of any Contract shall give rise to contractual responsibility or to compensation for any damages if it is due to the occurrence of a cause of force majeure or fortuitous event (including, but not limited to, strikes, fatalities, epidemics, embargoes, armed conflicts, state measures, or any other national or supranational authority, interference by military and civil authorities, acts of terrorism, riots and civil unrest, sabotage, fires, including arson, and in any other case of force majeure or fortuitous event provided for by the applicable laws), the act of which is carried out in such a way so that it could not have been reasonably foreseen or controlled by the parties, and without such act having contributed to the negligible conduct of the defaulting party. The Party invoking the exemption from liability shall notify the other Party in writing as soon as possible after it has become aware of the impediment and its effect on its ability to perform its obligations. A similar notice shall be given as soon as the ground for exemption from liability ceases to exist.
  2. In the event that a force majeure or fortuitous event which prevents the fulfilment of the existing contractual relationship persists for more than 24 weeks, each Party shall be entitled to terminate the relationship by sending a notice to that effect to the other Party by registered letter with acknowledgement of receipt or by international courier.
  1. The General Conditions and all sales contracts concluded between the Seller and the Customers are governed by Italian law, excluding conflict of law rules and the Vienna Convention on the International Sale of Goods of 1980.
  2. For any and all disputes arising from the General Conditions and/or sales contracts, or related thereto, the Court of Trient (Italy) shall have absolute and exclusive jurisdiction.
  1. The Customer acknowledges that the export of the Seller’s Products, including spare parts, outside the customs territory of the European Union and/or towards certain entities or destinations could be subject to control by competent authorities. The Customer undertakes to put in place all the necessary measures to comply with Italian, EU, UK and/or US laws and regulations on export control and international economic sanctions (hereinafter collectively referred to as the “Export Control Provisions”) in relation to the Products.
  2. The Customer covenants, represents and undertakes not to sell, supply, deliver, export, re-export, transfer or otherwise make available, directly or indirectly (including by means of representatives, agents, distributors or any third parties), for any reason
    whatsoever and/or even free of charge, the Products or the technical information, received from the Seller, either directly or through incorporation into other products:
    1. in in territories, and/or for use in territories, subject to export bans or restrictions based on applicable Export Control Provisions,
      including but not limited to in the Russian Federation, in Belarus, in Iran or in the Ukrainian regions of Crimea and Sebastopol, Donetsk, Kherson, Luhansk and Zaporizhzhia and/or in the special economic, innovation or preferential zones of the Russian Federation referred to in Article 5a-h and Annex LII of EU Regulation No 833/2014 (hereinafter “SEZs”); and/or for use in any of those  territories; and/or
    2. to any natural or legal persons,  entities or bodies designated on the lists of prohibited, restricted or sanctioned persons or entities maintained by the Italian or European Union authorities or by any foreign government or international organization (e.g. United Nations, UK, and/or US) and/or owned or controlled by, or acting for or on behalf of, directly or indirectly, any of the
      above mentioned persons or entities (hereinafter referred to as “Sanctioned Person/s”) and/or 
    3. to any legal person, entity or body registered as a resident in any of the SEZs, or having its registered office, principal place of business, or permanent establishment within any of the SEZs; and/or
    4. to  any legal person, entity or body outside the SEZs that is owned or controlled by a legal person, entity or body referred to in point iii). The transit of the Products via any territory mentioned in point (i) above shall also be prohibited.
  3. The Customer undertakes to ensure that all its contracts with third parties having as their object the Products contains restrictions and obligations similar to those provided for in paragraph 11.2 and to promptly inform the Seller in writing of any breaches of the above covenants, representations and warranties.
  4. Without prejudice to the foregoing, upon Seller’s request, the Customer shall provide the Seller  for all necessary information and/or
    documentary evidence to:
    1. support and/or verify compliance with the obligations provided by the above provisions; and
    2. verify compliance with the  Export Control Provisions providing, by way of example and not limited to, information on the end
      user, end-use, transport company, shipment route, destination country for the Products supplied by the Seller, in the format required by the Seller. The Customer also undertakes to:
      1. promptly notify the Seller of any breach, suspected breach, or risk of breach of the obligations set forth in this clause;
      2. fully cooperate with the Seller in the event of audits, inspections, or requests from the competent Authorities.
  5. In case of breach of any of the above covenants, representations and warranties by the Customer at any time, the Seller shall be entitled to terminate the pending sale Contract.between the Parties, by written notice pursuant to article 1456 of the Italian Civil Code, without prejudice to Seller’s right to retain any payments already received from the Customer, to claim damages and/or to take any legal action.
  6. The Seller reserves the right to suspend delivery of the Products and execution of the respective sale Contract between Seller and the Customer pursuant to these General Conditions and/or to cancel any order(s), with no liability for the Seller, if the supply of the Products is made impossible, or unreasonably difficult, or economically unsustainable, by the occurrence of any change in any applicable Export Control Provisions and/or their further application, guidance and/or interpretation and/or if any Sanctioned Person is directly or indirectly involved in the transaction and/or if the continuation of the supply could expose the Seller to any liability, whether criminal or administrative.
  7. Upon Seller’s request, the Customer undertakes tobindemnify and hold Seller harmless, its directors and/or employees from and against any claim, liability, damage (including reputational damages), loss, costs (including any legal costs and fees) or other detrimental consequence, that may arise from any breach of the obligations provided under this export control clause and/or any violation of Export Control Provisions in relation to Products supplied by the Seller.

  1. Seller's failure to enforce its rights under the General Conditions or the individual Contracts shall not be deemed to constitute a waiver or relinquishment of the right or provision that has been violated, nor shall it preclude the Seller from subsequently enforcing such rights or entitlements, or any other rights or entitlements provided in its favor under these General Terms and Conditions.
  2. The Parties expressly acknowledge that under nobcircumstances, not even by conclusive facts,nshall the continuous and repeated sales of the Products by the Seller confer exclusivity on the Customer or give rise to a relationship of concession of sale, distribution or collaboration in any other capacity.
  3. These General Conditions are drawn up in the original Italian language and have full force in this to be understood as informal translations. Only the Italian version shall serve as a reference in the event of disputes concerning the content or effectiveness of a clause contained herein.
  4. If, at any time, one or more of the provisions of these General Conditions should prove to be invalid or void, this shall not affect the validity of the other provisions, which shall remain valid and effective.