TERMS CONDITIONS OF SALE

 

(references) The sale of ZECA Products is governed exclusively by these General Conditions of Sale (“Agreement”), as they are not derogated from or supplemented by the individual Order Confirmations.

No additional or different provisions contained in the Customer’s Order Confirmations, sales acknowledgments or any other business forms shall be of any force or effect whatsoever unless specifically agreed to in writing by ZECA.

Any modification agreed to by ZECA in writing is limited to the sale/order for which it was agreed.

In the event that any provisions hereof shall be held to be invalid or unenforceable for any reason whatsoever, it is agreed that such invalidity or unenforceability shall not affect any other provision of this Agreement and the remaining provisions shall remain in full force and effect.

(order) The Customer’s order must indicate the company name or business name, its address, the place of delivery of the goods (in compliance with the provisions of point 6. of these General Conditions of Sale), requested delivery dates, , the bank information through which the invoice will be paid, as well as the quantity and description of the Products (with the relative codes of the ZECA catalog) that the Customer intends to purchase.  Once an order has been placed, it may not be canceled by the Customer, unless agreed by ZECA under special circumstances where Customer is at no fault.  ZECA reserves the right to cancel or suspend any orders, or refuse or delay shipment thereof, if the Customer fails to make any payment as provided in the Agreement or otherwise fails to comply with the terms and conditions of this Agreement.

(prices) Prices are excluding taxes and any discount on list prices is shown in the respective Order Confirmations.  Unless otherwise agreed in writing, Customer will pay for all orders in advance and prior to such order shipping. 

(minimum order)  ZECA does not accept purchase orders less than one hundred and fifty euros,00 (€ 150.00).

Regarding orders less than euro two hundred and fifty,00 (€ 250.00), the payment must be -at ZECA’s requirement- in advance before shipment of the Products or taken as cash on delivery of the Products.

For orders equal to or greater than one hundred and fifty,00 euros (€ 150.00), but less than or equal to euro two hundred and fifty,00 (€ 250.00)the Customer will pay both the costs of the packaging (equal to two percent [2%] of the Order) and the collection costs of the amount indicated on the invoice.

(standard packaging) The standard packaging, where indicated in the catalogue, indicates the minimum indivisible quantity to be ordered for that specific ZECA Product.

(transport) The transport always takes place in the name, on behalf, at risk and at the customer’s expense. ZECA fills in the shipping document in the name and on behalf of the Customer.

ZECA Products are delivered EXW Incoterms® 2020. The transport can also take place FCA Incoterms® 2020 or CPT Incoterms® 2020 by agreement with ZECA, which must be mentioned in the respective Order Confirmation. In case of FCA or CPT Incoterms transport® 2020, ZECA will choose the means of transport considered most suitable, without this giving rise to complaints, unless otherwise agreed with the Customer, which must be mentioned in the respective Order Confirmation.   If the Customer delays shipment, payment shall be made based on a percentage of completion of the quoted price.  Equipment or stored materials held for the Customer shall be at the sole risk and expense of the Customer. Payment shall become due from the date on which ZECA is prepared to make shipment.

(order confirmation) The prices, as well as the terms of payment, transport and delivery of ZECA Products -as not indicated in these General Conditions of Sale- are governed by their respective Order Confirmations. 

(objections) The Customer must send the written dispute to ZECA regarding any defective, damaged packaging or Products, or missing Products (“Defaults”), within eight (8) days from delivery of the Products, under penalty of forfeiture. Customer must describe the specific Defaults in reasonable detail with photographic evidence.  If notice is not received within such eight (8) day period, it is agreed and understood by both Parties that the order will be deemed to have been accepted by Customer without any Defaults.  Upon receipt of a Default notice from Customer, ZECA may request additional information from Customer, which Customer will promptly provide.  ZECA will, at Customer’s option, either replace or refund any Default (unless such Default is caused by the actions or omissions of the Customer or its agents, or occurs while the goods are under the control of the Customer).  If the Parties disagree regarding which Party is responsible for the Default, the Parties agree to work together in good faith to resolve the issue.  If after a reasonable period of time and collaboration the Parties still cannot agree, then the issue shall be submitted to a mutually agreed upon independent arbitrator whose decision shall be final and binding.  The costs for the arbitration shall be covered by the Party who loses the arbitration.  If the arbitrator is unable to come to a conclusion regarding the matter, then the costs of the arbitration and well as for the Defaults shall be attributed equally to both Parties.

(unpaid) In case of failure of exact and timely payment of the invoices issued by ZECA, ZECA will only accept future orders from the Customer after the full payment of the previous unpaid invoices, increased by the accrued interest.  In the event Purchaser fails to make a payment, Purchaser will be responsible for all reasonable expenses (including attorneys’ fees) incurred by Supplier in collecting such amounts.

(interest on late payment) In case of non-payment of the invoice within the day indicated in the same invoice, ZECA applies -automatically and without prior formal notice a late payment charge at the rate of two percent (2.0%) per month or the maximum rate allowed by applicable law, whichever is the lesser.-.

(taxes) All foreign, federal, state, local taxes/import duties or charges are the responsibility of the Customer and will be added to the invoice and paid for by the Customer. In lieu of such payment the Customer may submit to ZECA, at the time of the Order Confirmation being placed, suitable exemption certificates or other acceptable documents. 

(guarantee) ZECA agrees to correct any defect in workmanship or material of the Purchased Product, which may develop under normal use, for twelve (12) months from the date of the sales invoice.

The warranty does not extend to wear-prone parts such as -with a purely illustrative and non-exhaustive list- cables, springs, pipes, slip ring, batteries. The warranty operates only in case of correct use of the Product. The guarantee consists -at ZECA’s unquestionable judgment- in the repair or replacement of the Product by ZECA. The Product must be sent to ZECA, with (i) a written description of the malfunction complained about and (ii) the number of RMA, under penalty of the termination of the warranty. Any other form of compensation is excluded.

For the purpose of clarity, and notwithstanding anything to the contrary herein, any issues, damage or problems caused by external factors, including but not limited to, the location, facility, storage, Customer or third-party personnel, modifications or work performed by any party other than ZECA shall void the warranty.  ZECA shall not, under any circumstances be liable for damages to the Products resulting from improper operation, intentional or otherwise, by the Customer’s personnel.

Except as otherwise set forth herein, the Products are provided on an “as is” and “as available” basis, and Customer’s use of such Products is at its own risk.  Except as otherwise explicitly set forth herein, ZECA does not make, and hereby disclaims, any and all express, implied or statutory warranties, including, but not limited to, warranties of merchantability, fitness for a particular purpose, non-infringement, compliance with law and any warranties arising from a course of dealing, usage or trade practice.  Furthermore, and without limitation, ZECA does not warrant that the use of the Products including all parts and materials thereof will result in any particular results. 

Products designed and manufactured by ZECA are capable of being used in a safe manner, but ZECA cannot and does not warrant their safety under all circumstances. Customer or end user must use the Products in a safe and lawful manner in compliance with applicable health and safety regulations and laws and general standards of reasonable care. In addition, ZECA cannot be held responsible for its Products if it or any component of it has been redesigned, altered, or materially changed after it has been shipped.

Customer shall defend, indemnify and hold harmless ZECA, from any claims, demands, liabilities, losses, damages, suits, judgments, costs, expenses and reasonable attorney’s fees arising out of or occurring in connection with (i) a breach by Customer of this Agreement, (ii) any misuse of the Products, or any use of the Products or any portion thereof by Customer, its agents or employees, in violation of this Agreement; (iii) the modification of the Products, integration, alteration or the combination of all or part of the Products with any other product or device that is not expressly permitted under this Agreement, by or at the request of Customer, regardless of whether or not ZECA has provided its consent to or performed such combination, integration, alteration or modification; (iv) Customer’s violation of federal, state or local laws, rules or regulations; or (v) Customer’s gross negligence or willful misconduct.

It is expressly agreed that in no event shall ZECA, or any of its officers, directors, stockholders, agents, and employees, be liable for any special, indirect, consequential, or exemplary damages, whether a claim for any such liability or damages is premised upon breach of contract, breach of warranty, negligence, strict liability, or any other theory of liability, even if ZECA has been apprised of the possibility or likelihood of such damages occurring.  ZECA’s aggregate liability under this Agreement, regardless of theory of liability, shall be limited to the aggregate fees actually paid to ZECA by Customer under the applicable Order Confirmation.  Notwithstanding anything to the contrary herein, ZECA’s sole and exclusive liability and Customer’s sole and exclusive remedy for all claims of defects in the Products will be, in ZECA’s sole discretion, to either: (A) replace or fix such Products; or (B) fully or partially credit or refund the fees paid by Customer for such Products.  Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, ZECA’s liability shall be limited to the maximum extent permitted by law.

All transport costs are at the Customer’s expense.

(reps and warrants) Each Party represents and warrants that is in compliance with and shall comply with all applicable laws, regulations, and ordinances. Each Party has and shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement.

(regression and recoupment) The Customer has no right to regress or recoupment against ZECA for damages caused by the Products to third parties -including consumers- whom the Customer has delivered the Products in any capacity. ZECA is liable only in the event of malicious misconduct or gross negligence, the proof of which falls to the Customer. 

(returns) ZECA does not accept the return of purchased Products, unless otherwise by written agreement with ZECA. The return is accepted only in free port for (i) factory-new Products, (ii) in sealed original packaging and (iii) purchased in the six months prior to ZECA’s receipt of the return request sent by the Customer.

In the case of an authorized return, the relevant transport document must indicate (i) the shipping document, (ii) the number of RMA and (iii) the invoice related to the purchase.

The refund is eighty percent (80%) of the price paid by the Customer for the Returned Products, after verification by ZECA of the general -aesthetic and functional- status of the Returned Products.

(Products) The weights, dimensions, prices, colors and other data indicated by ZECA in the catalogues, on the website, in documents, prospectuses, circulars, photos or whatever, are merely indicative and illustrative.  Certain measurements and similar descriptions are approximate and are provided for convenience purposes only. We make no representation as to the completeness, accuracy or currency of any such information. For example, products may be unavailable, may have different attributes than those listed, or may carry a different price than what is stated. In the event of a pricing error or discrepancy with respect to Products, we reserve the right to cancel any orders (or partial orders) for such Products.

The choice of the Product is made independently by the Customer without any responsibility of ZECA.

The Products comply with current Italian and European Union legislation.

The Customer must previously verify -at his sole and exclusively responsibility- the compliance of each Product with the destination country legislation.

ZECA reserves the right to change the technical or construction data of its Products at any time, without notice.

(survival) All provisions which by their terms contemplate survival shall survive the termination or expiration of this Agreement regardless of the cause of such termination.

(waiver) The failure of either party hereto to insist in any one or more instances upon strict compliance with the performance of this Agreement or to take advantage of any respective rights hereunder shall not be construed to be a waiver of such provisions or the relinquishments of such rights in other instances, but the same shall continue and remain in full force and effect.

(force majeure) If either party cannot perform any of its obligations (other than payment obligations which are not affected by this provision) because of any act of God, court order, fire, riot, war, or any other causes beyond a party’s reasonable control, and provided further that the party could not have mitigated, avoided or prevented the cause or delay through the exercise of reasonable care and precautions (a “Force Majeure Event”), then the non-performing Party will:  (i) immediately notify the other Party; (ii) take reasonable steps to resume performance as soon as possible; and (iii) not be considered in breach during the duration of the Force Majeure Event. 

(entire agreement)  This Agreement supersedes any and all agreements, either oral or written, between the Parties hereto with respect to the rendering of services in any manner.  Each Party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, that are not embodied herein, and that no other agreement, statement, or promise not contained in this Agreement shall be valid or binding.  Any modification of this Agreement will be effective only if it is in writing signed by the Parties hereto.

(feedback) ZECA may use any reports, comments, ratings, reviews and suggestions in any form regarding the Products that Customer provides to ZECA (collectively, the “Feedback”). Customer grants ZECA a worldwide, non-exclusive, irrevocable, perpetual, royalty-free right and license to incorporate and use the Feedback.

(notices) All notices and other communications under this Agreement shall be in writing and shall be deemed duly given when personally delivered, one day after sent by a reputable national overnight courier service to the address set forth in the Order Confirmation, or three (3) days after mailing if sent by registered or certified mail, return receipt requested, first class, postage prepaid to the address in the Order Confirmation.  Each Party may change its foregoing notice addresses at any time by notice given in accordance with this Section.

(applicable law and dispute resolution) This Agreement will be governed by and construed in accordance with the laws of the State of New York. For any dispute, the Parties agree to first attempt to resolve the dispute informally. In the event that the Parties are unable to resolve a dispute after sixty (60) days, the Parties agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief which may be brought in federal or state courts situated in Kings County, New York) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration under the Optional Expedited Arbitration Procedures then in effect for the American Arbitration Association (AAA).  The arbitration will be conducted in Kings  County, New York, unless the Parties agree otherwise. The arbitrator, witness, party representative, counsel, expert or staff may participate by video conference where such participant (when participating) can be heard and seen (i.e., Zoom). Each Party will be responsible for paying its applicable AAA filing, administrative and arbitrator fees in accordance with AAA rules.

(expenses and attorney’s fees ) The Court of Ivrea (Turin-Italy) has exclusive jurisdiction in every and each dispute.  In the event any action is brought to enforce any provision of the Agreement or to declare a breach of the Agreement, the prevailing Party shall be entitled to recover, in addition to any other amounts awarded, reasonable legal and other related costs and expenses, including attorney’s fees, incurred thereby.