Terms and Conditions of Sale
Elettroexport S.R.L.S. A Socio Unico
1. General Information
These Terms and Conditions (“Terms”) govern all sales and supplies made by Elettroexport S.R.L.S. A Socio Unico, an Italian limited liability company with registered office in Traversetolo (PR), Italy, VAT No. IT03128750340 (“the Company”).
By placing an order, accepting a quotation, or otherwise engaging the Company for the supply of goods, the Client acknowledges and agrees to be bound by these Terms in full.
2. Scope of Application
These Terms apply to all offers, quotations, orders, and contracts between the Company and its Clients, and supersede any prior agreements or communications relating to the same subject matter, unless otherwise agreed in writing.
Any differing, additional, or conflicting conditions proposed by the Client — including terms contained in the Client’s own purchase orders or standard terms — shall not apply and shall not become part of the contract unless expressly accepted in writing by the Company. The Company’s silence or delivery of goods following receipt of such Client terms shall not constitute acceptance of them.
3. Product Information, Offers and Orders
All offers, quotations, price lists, and product listings issued by the Company are non-binding and subject to change without notice, unless expressly stated otherwise in writing.
Product descriptions, images, datasheets, and technical specifications provided by the Company are for general reference only. Actual packaging, markings, date codes, revision levels, or condition of goods supplied may differ from images or descriptions shown, and the Company does not warrant exact conformity to any such reference material beyond the core technical specification ordered.
Orders are deemed accepted only upon written confirmation by the Company (e.g., via email or signed order acknowledgment). The Company reserves the right to decline, cancel, or limit any order at its sole discretion prior to such confirmation, including for reasons of stock availability, export restrictions, or pricing errors.
It is the Client’s sole responsibility to verify, prior to placing an order, that the goods ordered are technically suitable, compatible, and fit for the Client’s intended application. The Company provides no advisory or design responsibility unless expressly agreed in writing.
4. Product Provenance and Manufacturer Relationship
The Company is an independent distributor of industrial automation and electrical components. Unless expressly stated in writing for a specific order, the Company:
- is not an authorized distributor, reseller, or representative of the manufacturers or brand owners of the goods supplied;
- does not provide, transfer, or guarantee any manufacturer warranty, certification, or support entitlement attaching to the goods;
- sources goods through the open market, and stock condition may vary (including new, new-surplus, excess, or discontinued/end-of-life inventory), as described at the time of quotation.
All trademarks, brand names, and logos referenced in the Company’s communications, website, or product listings remain the property of their respective owners. Reference to such marks is solely to identify the goods and does not imply any affiliation, sponsorship, or endorsement by the brand owner.
The Client is responsible for independently verifying, before purchase, whether manufacturer warranty, certification, or authorized-channel status is required for its intended use, and for contacting the manufacturer directly if such status is required.
5. Prices and Payment Terms
All prices are expressed in Euro (€), unless otherwise agreed in writing, and — unless otherwise specified — are based on EXW (Ex Works) Incoterms® 2020, at the Company’s premises in the Parma area, Italy.
Where the Company arranges carriage at the Client’s request under Clause 6 (CPT), the freight cost is passed through to the Client on the invoice at the Company’s own cost, without markup, in addition to the price of the goods.
Prices exclude VAT, transport (unless invoiced under CPT as above), insurance, customs duties, and any other applicable charges, unless otherwise agreed in writing.
Payment must be made in accordance with the terms stated on the invoice. Full payment is a condition of dispatch unless credit terms have been separately agreed in writing. In the event of late payment, interest and recovery costs shall accrue in accordance with Italian Legislative Decree No. 231/2002 (Late Payment in Commercial Transactions), without need for formal notice.
The Company reserves the right to require full or partial pre-payment for orders involving non-standard, custom-sourced, or high-value goods.
6. Delivery and Transfer of Risk
Unless otherwise agreed in writing, delivery is made EXW (Ex Works) Incoterms® 2020 at the Company’s premises in the Parma area, Italy. Risk of loss or damage to the goods passes to the Client at that point, regardless of who arranges transport.
At the Client’s request, and where confirmed in writing on the order acknowledgment or invoice, the Company may instead arrange carriage under CPT (Carriage Paid To) Incoterms® 2020, naming the agreed place of destination. Under CPT, the Company books and pays the carrier, and the freight cost is invoiced to the Client at cost as set out in Clause 5. Notwithstanding the Company’s arrangement of carriage, risk of loss or damage to the goods still passes to the Client upon handover of the goods to the first carrier, in accordance with Incoterms® 2020 — the named place of destination fixes only the point to which freight is paid, not the point of transfer of risk.
CPT does not include cargo insurance. If the Client requires the Company to arrange insurance covering carriage, this must be agreed in writing in advance (e.g., under CIP terms) and will be invoiced accordingly.
Delivery dates and lead times are estimates only and are not binding, unless expressly agreed in writing as a fixed date. The Company shall not be liable for any loss, damage, or cost arising from delay, including delay caused by carriers, customs authorities, or other third parties.
Partial deliveries and partial invoicing are permitted, unless otherwise agreed in writing.
7. Inspection and Claims
The Client must inspect the goods promptly upon receipt.
Claims relating to visible defects, incorrect goods, or shortages must be submitted in writing within 8 (eight) calendar days of receipt. Claims relating to defects not reasonably discoverable on inspection must be submitted in writing within 8 (eight) calendar days of discovery, and in any case no later than the expiry of the warranty period in Clause 8.
Claims must include the order reference, a description of the issue, and supporting evidence (e.g., photographs). Goods must not be returned without the Company’s prior written authorization. Failure to notify a claim within the applicable period constitutes unconditional acceptance of the goods.
8. Warranty
The Company warrants that goods supplied conform to the specification confirmed in the order acknowledgment and are free from material or workmanship defects at the time of dispatch, for a period of 12 (twelve) months from the date of delivery, unless a different warranty period is stated in writing for a specific order or product line (including shorter periods, or supply on an as-is basis, which may apply to surplus, excess, or discontinued stock as identified at the time of quotation).
This warranty does not cover: normal wear and tear; damage caused by improper storage, handling, installation, or use; unauthorized modification or repair; use outside the manufacturer’s rated specification; or defects arising after risk has passed to the Client for reasons not attributable to the Company.
The Company’s entire liability under this warranty, and the Client’s exclusive remedy, is limited — at the Company’s sole discretion — to the repair or replacement of the defective goods, or a refund of the price paid for the defective items. No other warranty, express or implied, is given, including any implied warranty of merchantability or fitness for a particular purpose, to the maximum extent permitted by applicable law.
9. Limitation of Liability
Except in cases of willful misconduct or gross negligence, the Company shall not be liable for any indirect, incidental, or consequential damages, including but not limited to loss of profit, loss of production, loss of business or contracts, downtime, or reputational harm, arising out of or in connection with the goods or these Terms.
In any event, and to the maximum extent permitted by applicable law, the Company’s total aggregate liability arising out of or in connection with any single order shall not exceed the total price paid by the Client for the goods giving rise to the claim.
Nothing in these Terms shall exclude or limit liability that cannot be excluded or limited under mandatory provisions of Italian law.
10. Retention of Title
Ownership of the goods remains with the Company until the price and all ancillary costs relating to those goods have been paid in full. Until such time, the Client shall store the goods separately, keep them insured, and shall not pledge, transfer, or encumber them.
11. Compliance and Export
The Client is solely responsible for ensuring that the import, export, resale, and end-use of the goods in the destination country comply with all applicable laws and regulations, including customs, product compliance/marking (e.g., CE), and export control or dual-use restrictions.
The Client warrants that the goods will not be resold, exported, or otherwise made available, directly or indirectly, to any country, entity, or person subject to applicable trade sanctions or embargoes, in violation of EU, Italian, or other applicable law.
12. Confidentiality
Both parties undertake to keep confidential any non-public information, data, or documents exchanged in connection with their business relationship, and to use it solely for the purpose of performing the contract, except where disclosure is required by law or a competent authority.
In particular, the Client undertakes not to disclose, publish, or otherwise communicate to any third party — including competitors, other suppliers, or other customers — any prices, discounts, payment terms, or other commercial conditions offered by the Company, whether in a quotation, order confirmation, price list, or otherwise, without the Company’s prior written consent. This obligation survives termination of the business relationship and applies regardless of whether an order is ultimately placed.
Breach of this clause shall entitle the Company, without prejudice to any other remedy available at law, to refuse or cancel pending orders and to withhold future quotations to the Client.
13. Force Majeure
The Company shall not be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including natural disasters, strikes or labor disputes, epidemics, war, embargoes, supply chain interruptions, transport disruption, or government restrictions. If such circumstances persist for more than 60 days, either party may cancel the affected order by written notice, without liability other than for goods already delivered.
14. Applicable Law and Jurisdiction
These Terms, and any dispute arising out of or in connection with them (including their existence, validity, or termination), shall be governed by and construed in accordance with Italian law, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) unless expressly agreed otherwise in writing.
The Court of Parma, Italy, shall have exclusive jurisdiction over any dispute, without prejudice to any mandatory consumer-protection jurisdiction rules that may apply.
15. Final Provisions
If any provision of these Terms is found invalid or unenforceable, the remaining provisions shall remain fully valid and effective, and the invalid provision shall be replaced by a valid one that most closely reflects its original intent.
No failure or delay by the Company in enforcing any provision shall constitute a waiver of that or any other provision.
Elettroexport S.R.L.S. A Socio Unico
Italy
📧 Email: info@elettroexport.it
🌐 Website: www.elettroexport.it
VAT No.: IT03128750340