The following general terms and conditions of sale apply to all products sold by AURASENSAE S.r.l. (“Products”). Any condition contained in purchase orders or other communications from Buyers that conflicts with these terms and conditions shall be deemed null and void. AURASENSAE S.r.l. reserves the right to amend these terms and conditions at its discretion.
All purchase orders placed by customers are accepted by AURASENSAE S.r.l. as reservations only and do not bind AURASENSAE S.r.l. to deliver, even partially, the items ordered unless expressly confirmed in writing by AURASENSAE S.r.l.
Prices are for goods delivered EXW at the premises of AURASENSAE S.r.l.
Shipping costs shall be borne by the Buyer. The Buyer acknowledges that shipment of the Products may be subject to the availability of space with freight forwarders and that AURASENSAE S.r.l. may under no circumstances be held liable for such circumstance and may, in any event, make partial shipments against orders received. Each shipment shall be considered a separate sale. The Buyer waives the right to assert against AURASENSAE S.r.l. any set-offs or counterclaims of any kind.
Unless otherwise specified in writing on the invoice, payment shall be made as follows: 30% of the total amount upon order confirmation and the remaining 70% end of the month in which the relevant invoice is issued (commissioning).
The price and payment terms indicated on the invoice are not subject to discounts, refunds or other changes, except where, during the period between the invoice date and the payment date, the cost of the Products to AURASENSAE S.r.l. has increased due to new laws, regulations, duties, charges or “force majeure” as described below: In such case, such additional costs may be added to the invoice and shall be paid by the Buyer.
If payments are not made within the agreed terms, without prior agreement, AURASENSAE S.r.l. reserves the right to suspend or cancel supplies in transit and any other orders, even if already accepted. The Buyer shall pay AURASENSAE S.r.l. the maximum default interest permitted by law on all overdue payments and shall also bear all costs (including fees for professionals engaged) relating to the recovery of unpaid amounts.
Failure to pay even a single invoice or any instalment thereof, where applicable, shall result in forfeiture of the agreed payment term, with all legal consequences arising therefrom, as well as the application of default interest at the rate specified above, accruing from the invoice issue date and without the need for prior formal notice of default.
The customer expressly and immediately acknowledges itself as debtor of AURASENSAE S.r.l. upon receipt of the order confirmation and its return duly countersigned for acceptance, for the amount indicated in the confirmation form.
AURASENSAE S.r.l. reserves the right to take immediate legal action in the event of non-payment.
AURASENSAE S.r.l. reserves the right to modify and discontinue, without prior notice, the production of Products that are not yet the subject of purchase orders.
Any non-conformity in the delivery of quantities of Products ordered shall not entitle the Buyer to recognition of a credit for the relevant amount unless the Buyer informs AURASENSAE S.r.l. in writing of such occurrence within a maximum period of fourteen (14) days from receipt of each individual delivery of Products.
AURASENSAE S.r.l. shall not be liable for losses or damages due to delayed or cancelled deliveries caused, in whole or in part, by force majeure events such as fires, strikes, floods, accidents, riots, lockouts, damage or loss in transit, quotas, blockades, embargoes, insurrections, mobilisations or any other action by governmental and administrative authorities, non-governmental or administrative restrictions, reduction of production at manufacturing plants supplying AURASENSAE S.r.l., breakdowns of production equipment, power failures, default by third parties or any other cause beyond the control of AURASENSAE S.r.l., whether occurring at the place of delivery or destination, in transit or at any other location, including the country where the factory producing the Products is located. In such cases, AURASENSAE S.r.l. may cancel the sale without any liability towards the Buyer. If, following events beyond its control, AURASENSAE S.r.l. decides not to cancel the sale, the delivery terms originally specified in the invoice shall be deemed extended for a period equal to the period during which AURASENSAE S.r.l. is unable to act.
If the Buyer is unable to receive delivery of the shipment for reasons similar to those listed above, or for any other reason, AURASENSAE S.r.l., at its discretion, may cancel the sale without any liability towards the Buyer, or extend the delivery term originally specified for a period equal to the period during which the Buyer is unable to receive performance.
(1) AURASENSAE S.r.l. warrants that the Products are free from defects in materials and workmanship for one year from the date of shipment. Any defective Product must be sent to AURASENSAE S.r.l. at the Buyer’s expense or made available to AURASENSAE S.r.l. for the necessary inspections and checks. Following verification of the defect, AURASENSAE S.r.l., at its discretion, shall refund the purchase price of the defective Product or repair (or replace) it free of charge. This warranty is valid exclusively for the original Buyer and does not apply to defects resulting from incorrect or improper installation, connection, repair, modification, application or handling by the Buyer, such as, by way of example, exposure to outdoor conditions, excessive current, heat, cold, humidity or vibration. Components subject to wear are not covered by warranty.
(2) AURASENSAE S.r.l. may provide guidance, suggestions and technical support regarding the use of the Products; however, it remains the sole responsibility of the Buyer to verify the suitability of the Product for the specific application, as well as to design, integrate, install, configure, validate and maintain the safety system in compliance with applicable regulations, the technical specifications of the Product and the instructions provided by AURASENSAE S.r.l.
Products intended to perform safety functions must be used exclusively within the limits, operating conditions, functions, application categories and any performance or safety integrity levels expressly stated in the relevant technical documentation and applicable certifications.
The Buyer shall, under its own responsibility, carry out the risk assessment of the application and verify that the overall architecture of the machine or plant, including any associated devices, control systems, control logic and protective measures, is suitable for the required safety level.
AURASENSAE S.r.l. shall not be liable for damages arising from installation, configuration, integration, use or maintenance of the Products in a manner that does not comply with the technical specifications, instructions, limitations of use or applicable regulations, nor from the use of the Products in applications other than those for which they have been expressly designed, declared or certified.
It is prohibited to modify, alter, tamper with or use the Products under conditions that could compromise their safety characteristics or declared performance. Any use that does not comply with the instructions of AURASENSAE S.r.l. shall be under the sole responsibility of the Buyer, without prejudice to any mandatory provisions of applicable law.
Where a Product is expressly supplied as a prototype, Proof of Concept (POC), evaluation unit or product not yet certified for safety functions, it shall not be used as a safety component or device or as part of a safety-related control system until completion of the applicable validation and certification activities and the related written confirmation by AURASENSAE S.r.l.
(3) Except as specified in this warranty, the Products/Samples are not warranted in any way. All express, implied or statutory warranties, including, by way of example, warranties of merchantability, fitness for a particular purpose and non-infringement of intellectual property rights, are expressly excluded. Under no circumstances shall AURASENSAE S.r.l. or its affiliated companies be liable to any natural or legal person for damages of any kind arising for any reason as a consequence of the use, or inability to use, the Products/Samples.
The Products/Samples may be subject to export control laws and regulations of the Italian Republic and/or the European Union.
Re-exports in violation of such laws and regulations are prohibited.
Any dispute arising between AURASENSAE S.r.l. and the Buyer in relation to the purchase and sale of Products/Samples, or regarding the interpretation of these terms and conditions of sale, shall fall within the jurisdiction of the Court of Milan. For any matter not expressly provided for in these general terms and conditions of sale or in any special conditions of each individual contract, Italian national law shall apply.
If the Products/Samples purchased by the Buyer are resold or delivered to third parties, the Buyer shall provide such third-party transferees with a copy of these general terms and conditions of sale, together with all specifications, manuals, catalogues, brochures and written information provided by AURASENSAE S.r.l. to the Buyer relating to the Products/Samples.
Any failure by AURASENSAE S.r.l. to exercise a right or enforce a clause of these general terms and conditions of sale shall not be deemed a waiver of such right or clause. If any judicial body should deem any of the clauses contained herein invalid, the parties agree that, in any event, such body shall endeavour to give effect to the intentions of the parties as expressed in that clause and agree that, in any event, the other clauses of these general terms and conditions of sale shall remain valid and effective.
The Buyer declares that it specifically approves the above conditions, and in particular those contained in Articles 2 (Prices and Shipping), 3 (Payment Terms), 5 (Quantitative Non-Conformity), 7 (Warranties and Limitations of Liability), 9 (Jurisdiction and Applicable Law), 10 (Obligations of the Buyer in the Event of Transfer of the Products).
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