Seller’s general terms and conditions

1) Seller’s general terms and conditions, modifications

Buyer hereby agrees to be bound by the following Seller’s general terms and conditions, the content of which it is fully aware. Any amendment to these conditions shall be valid and in force only if specifically confirmed in writing by the Seller; the validity of any amendment shall be limited to that order for which it has been confirmed.

2) Orders’ acceptance

The order shall be deemed to be a Buyers’ irrevocable proposal, for a period of 60 (sixty) days, and shall finalise the agreements arising out from previous negotiations between parties. The required characteristics that qualify the order are: price and payment conditions; characteristics of the product; quantity; type of packaging; terms of return; means of transport, delivery point; terms of delivery. The validity of the order shall be subjected to the Seller’s acceptance, to be deemed occurred by confirmation in writing directly by the Buyer or through its own agent or intermediary or by the issuance of the related invoice or through the direct execution of the order. If the Seller should not be able to deliver the product within the agreed time, or if Seller should ascertain Buyer’s insolvency, the former shall be entitled to negotiate the order’s a, on a new basis, until an agreement is reached. Any amendment to the order subsequent to the execution of the agreement shall be deemed as a new Buyer’s proposal.

3) Product

Seller has the right, at any time, to modify the products as it may be necessary in order to accomplished with both Italian and EU law, as well as to implement any other modification which, notwithstanding to the Buyer’s technical specifications, does not affect the quality and usability of the product. Seller warrants that the sold products are in compliance with the specified characteristics. Buyer shall bear any risk and liability related to the use of the products, whether they are used individually or in combination with other products. The above warranty is granted exclusively to first-quality products. Moreover, except for death or personal injuries due to Seller’s fraudulent or gross negligent behaviour, Seller shall not bear other losses, damages or costs arising out of the supply, use or resale of the products. In any case, Seller’s liability shall not exceed the value of the sold products, except for any mandatory rule.

4) Packaging

The products shall be packed by the Seller at its own expenses. The standard packaging shall not include products beyond measure or special and particular shipping; in such cases, the expenses thereof shall be charged to the Buyer, unless otherwise agreed in writing.

5) Defective products, modality of return

The Buyer shall verify the supplied products within 30 (thirty) days as from the date when it has received them. After such period the Seller will not accept any claim except from those defects that the Buyer proves to be intervening defects. In any case, the complaint shall be notify in writing within 8 (eight) days from the discovery of the defects. For a period of 60 (sixty) days from the date of the claim the contested products shall be kept at the Seller’s disposal as well as of its assessors and of its insurance company’s assessors that shall have the right to inspect and sample them. In any case, the Buyer shall prove the contested defects. The Seller shall not accept returned products without its prior and express approval. In any case, Seller shall not accept returned product related to supplies that has been supplied after 3 (three) months from the date of their delivery.  The returned products shall be delivered to the Seller free delivered to Bione, Brescia-Italy together with their required documents.  In case of ascertained defects of the products, Seller shall have the right, in any case, to decide either to substitute them or grant a reduction on the price.

6) Delivery and Shipping

The terms of delivery shall be accounted in working days; the respect of them is, in any case, subordinated to the material availability of labour supply and to the potential circumstances beyond the reasonable control of the Seller. The Buyer shall never be entitled to terminate the agreement, reject the supply or claim compensation for damages whatsoever, in the event of delay in the delivery. The title and ownership of the sold products shall pass to the Buyer at the time of the delivery of the products that shall take place at the Seller’s premises in Bione, Brescia-Italy. Buyer shall be responsible for the safekeeping of the sold product, pursuant to art. 2051of the Italian Civil Code as from the date of its delivery at the Seller’s premises. Whether the Buyer did not give precise instructions regarding the shipping and if it is agreed that the burden of shipping is on the Seller, the latter shall have the right to select the means of shipping that he deems to be more appropriate by delivered ex quay unpaid. The Seller has the right to execute any order by using one or more shipping.

If the products are delivered in partial shipments, each delivery is considered as a single and separate agreement; the failure to execute one or more deliveries shall not entitle the Buyer to refuse the performance of the whole agreement. The products shall be delivered within 45 (forty-five) working days from the Seller’s order acceptance. Seller shall be entitled to deliver the products before the contractually agreed delivery date, upon previous notification in writing to the Buyer. Seller shall not be liable for possible delays regarding the agreed date due to intervening circumstances that can not be attributed to the Seller. As a result of that, Buyer is not entitle to terminate the agreement, reject the supply or claim compensation for damages whatsoever, in the event of delay in the delivery. Whether the Buyer neither accepts the delivered products on consignment nor gives instructions about the delivery, Seller, without waiving any other action, may:

• store the products at Buyer’s expenses, including insurance costs, until the delivery of the products will take place;
• sell the products at the best workable price and after deducting storage and sale costs charge the Buyer with the over cost or the difference with respect the agreed price in the agreement.

If Buyer does not accept the partial delivery of the ordered products, Seller shall have the right to postpone or cancel the sale, without giving prior notice to the Buyer and without affecting the remaining part of the order.

If the Seller should not be able, due to any reason whatsoever, to perform the entire order, it has the right to execute partial deliveries without being considered in default. Seller shall not be liable for the delay in the delivery or defaults in performing the contract originated directly or indirectly by causes of force majeure such as strikes, fires, explosions, incidents, floods, riots, revolutions, wars, acts accomplished or authorised by the governmental authority, impossibility to obtain materials, fuel, energy, means of transportation, and any other event due to causes beyond the reasonable control of the aggrieved party.

7) Payment conditions

The payment shall be fulfilled within 30 (thirty) days as from the end of the invoicing month, or within any other date notified in writing to the Buyer. Seller shall have the right to suspend and to cancel the supplies in the event the Buyer does not fulfil, totally or partially, its payment obligation.  Moreover, if the Seller does not receive the payment within the due date stated in the invoice, it shall be entitled to issue a draft sight surcharged of expenses. On the delays in the payments, it will be applied by the Seller interests on arrears at the average bank discount rate surcharged of 3/5 plus expenses. Seller shall have the right to modify at any time the list prices pursuant to the trend of the market. In the price shall never be included any amount due to duties, taxes, imposts and any other similar burden that shall be born by the Buyer unless, where agreed, are deemed to be anticipated by the Seller. The supply prices are not binding.

8) Minimum Order

Seller, besides the feasibility study, shall have the right to execute only those orders which amount is not less than 250 Euro.

9) Notices

Any notice to be given by either Party shall be in writing and sent to the registered office of the other Party, or to a different address, previously notified.

10) Jurisdiction

If a dispute arises regarding the validity, construction or performance of the contract, the Parties agree that the Tribunal of Brescia shall have jurisdiction on it with express exclusion of any other different court.

Warranty conditions

1) TEA® hydro-sanitary water discharge systems are designed and manufactured by OMP to convey, when correctly installed, bath, kitchen, house-washers and dishwashers waste water to the building drain piping. At the same time, they prevent any return of gases and insalubrious bad odours from sewers to the house.

 

2) OMP warranty ends 12 months after product delivery. OMP guarantees that their products have no design or manufacture faults. Warranty does not cover:

• damage caused by incidents, negligence or product misuse including discharge of noxious, corrosive or toxic acids, though accidental;
• damage caused by atmospheric phenomena – water, fire, lightning, etc.;
• repairing of products resulting damaged or faulty after the operation of unauthorized or unskilled personnel;
• repairing of products damaged during transport or by improper installing, tampering, modifications, connection to inappropriate hydraulic systems;
• product installation.

 

3) Since OMP products with other products supplied by third parties make up more complex hydro-sanitary systems, we specify that this warranty is only valid for systems realized in a workmanlike manner, in compliance with current regulations and by specialized personnel who has to issue a conformity declaration as required by Law 46/1990. Obviously, the above mentioned warranty is not valid for the entire systems, but only for OMP products.

 

4) Any claim is to be directed to OMP by recorded delivery letter within eight  days from fault detection; once both the claim and the faulty piece – together with its components – have been received,  OMP and its technicians will carry out an investigation gathering all necessary information to assess the claim legitimacy. Should the claim result legitimate, OMP will do its utmost to solve the situation, should the reverse be true, the buyer will be sent a communication indicating the reasons for claim refusal. The case will then be closed.

 

5) The full text reported above represents the sole valid warranty; nobody can modify its contents and terms, be it in verbal or written form.