General Terms and Conditions of Sale
1. Applicability of the Terms and Conditions
1.1 All supplies provided by Strategy Automation Srl Unipersonale shall be governed exclusively by these General Terms and Conditions of Sale. Any clause or condition set forth by the Purchaser shall be deemed null and void if it conflicts with these General Terms and Conditions, unless expressly agreed to in writing and duly signed by Strategy Automation Srl Unipersonale. For matters not expressly provided for herein, reference shall be made to the provisions of the laws in force in Italy, which shall also apply to goods sold abroad.
1.2 All documentation relating to the goods and services supplied by Strategy Automation Srl Unipersonale, including but not limited to catalogs, brochures, price lists, information published on websites, advertising materials, operation and maintenance manuals, and any other medium, is subject to change without prior notice and shall not imply any liability or obligation on the part of Strategy Automation Srl Unipersonale toward the Purchaser for any printing, typographical, or clerical errors, or for omissions of any kind.
2. Offers and Orders
2.1 Any offer shall be non-binding and valid for a maximum period of thirty (30) days from the date of issue. Consequently, any order resulting from an offer must be received within such period; otherwise, Strategy Automation Srl shall be entitled, at its sole discretion, to consider the stated conditions no longer valid. Orders shall be deemed valid only if submitted in written form, except in the event that they are executed by Strategy Automation Srl. Each order must specify, for every item ordered, the quantity and the exact product description.
2.2 Any amendments and/or cancellations of submitted orders must be requested by the Purchaser strictly in written form and may be accepted or rejected by Strategy Automation Srl at its sole discretion.
3. Prices and Payment Terms
3.2 The Buyer shall pay the full value of the goods and/or services supplied within the term agreed with Strategy Automation Srl Unipersonale and, in any case, in accordance with the methods and deadlines specified in the order confirmation and/or invoice issued by Strategy Automation Srl Unipersonale.
Where such conditions have not been expressly agreed in advance, the total invoice amount shall be paid prior to shipment or delivery of the goods by Strategy Automation Srl Unipersonale.
3.3 The Buyer shall not delay payment beyond the agreed deadlines for any reason whatsoever, including any form of set-off or counterclaim. In the event of late payment, the Buyer shall be liable to pay default interest to Strategy Automation Srl Unipersonale in accordance with Italian Legislative Decree no. 231/2002.
3.4 In the event of delayed payment, Strategy Automation Srl Unipersonale shall be entitled to suspend or terminate the contract with respect to goods and/or services not yet delivered, without prior notice, without prejudice to its right to claim compensation for all damages suffered. It is expressly understood that the Buyer shall have no claim whatsoever against Strategy Automation Srl Unipersonale following such termination.
4. Delivery Terms
Delivery times shall in any case commence from the date of receipt of the final order specifications provided by the Purchaser. Strategy Automation Srl Unipersonale reserves the right to make partial deliveries for each order.
4.2 Unless otherwise agreed in writing, delivery of the goods and/or services shall be made Ex Works Seller’s premises. In any case, from the moment the goods and/or services are handed over by Strategy Automation Srl Unipersonale to the carrier or freight forwarder, they shall travel at the Purchaser’s sole risk and responsibility.
Strategy Automation Srl Unipersonale shall not enter into any transport contract nor insure the goods and/or services being shipped, unless expressly requested by the Purchaser and at the Purchaser’s expense.
4.3 The Purchaser undertakes to collect the goods and/or services or accept delivery thereof as soon as notification is given that the goods are ready and available for delivery, and in any event no later than ten (10) days from the date of such notification.
4.4 Strategy Automation Srl Unipersonale shall not be liable for any loss suffered by the Purchaser, whether direct or indirect, resulting from any delay in delivery of the goods and/or services agreed between the parties. Such delay shall not entitle the Purchaser to terminate the contract unless expressly authorized in writing by Strategy Automation Srl Unipersonale. In any case, the supply contract shall be deemed terminated after 180 days from the scheduled delivery date.
5. Retention of Title
5.2 At the time the goods are delivered to the Buyer or to third parties appointed by the Buyer (including couriers and carriers appointed by the Buyer or appointed by Strategy Automation Srl Unipersonale in the case of carriage paid and charged on the invoice), the Buyer expressly agrees that all risks arising from the handling, installation, storage, and transportation of the goods covered by the contract shall be fully transferred to the Buyer.
6. Right of Withdrawal
7. Returns of Goods and Complaints
7.2 Any complaints or claims by the Buyer must be submitted to the Seller in writing within seven (7) days from the date of receipt of the goods.
8. Limitation of Liability
Unless the Buyer notifies otherwise within three (3) days of sending the order confirmation, the confirmation is considered accepted in its entirety. Regardless of what is indicated in the order confirmation, Strategy Automation Srl Unipersonale shall not be liable to the Buyer, and the sales contract shall not be breached if Strategy Automation Srl Unipersonale is unable to fulfill the terms of the sales contract due to force majeure events, including terrorism, war, uprisings, measures or restrictions by authorities, import/export regulations, or natural disasters of any kind.
Under no circumstances shall Strategy Automation Srl Unipersonale be liable to the Buyer for direct or indirect losses or damages, including machine downtime, production stoppages, loss of profit, or any costs or expenses, arising from the use of the supplied goods and/or services.
This clause, and no other provision of this contract, shall be interpreted as excluding or limiting the liability of Strategy Automation Srl Unipersonale under applicable law. Any limitation of liability that is deemed invalid at the time of application of this contract shall be replaced by any statutory provision that comes as close as possible to the intended limitations or restrictions set forth herein.
9. Warranty Terms
9.2 The Customer is obliged to notify Strategy Automation Srl Unipersonale of any anomaly detected within seven (7) days from the date of its discovery.
9.3 Any warranty claim shall be considered invalid for defects resulting from normal wear and tear, improper use, inadequate storage, unsuitable environmental operating conditions (including the presence of water, corrosive gases, acids, dust, or other liquids), installation or use contrary to the instructions provided in the manuals, intentional damage, modification of the goods without written consent from Strategy Automation Srl Unipersonale, or any other cause not attributable to a manufacturing defect of the supplied goods.
9.4 The warranty shall not apply if the total price of the goods has not been fully paid by the agreed date.
9.5 If a defect covered by the warranty is confirmed, Strategy Automation Srl Unipersonale may, at its sole discretion, repair or replace the defective goods.
9.6 Unless otherwise agreed between the parties, warranty interventions shall be carried out exclusively at the facilities of Strategy Automation Srl Unipersonale located in Settimo Milanese (MI). The costs of transporting the goods from the Buyer to Strategy Automation Srl Unipersonale and back shall be borne by the Buyer.
9.7 Strategy Automation Srl Unipersonale shall not be liable for direct or indirect damages, loss of profit, or any losses suffered by the Customer or their assignees as a result of defects in the product. No compensation may be claimed from Strategy Automation Srl Unipersonale on this account.
9.8 On-site assistance interventions, even during the warranty period, must be agreed upon in advance. All expenses related to travel, transportation, tolls, meals, and accommodation shall be borne by the Customer.
10. Jurisdiction
These general terms and conditions of sale shall be deemed tacitly and fully accepted by the Customer by the mere execution of the order.
1. Applicability of Terms
2. Offers and Orders
3. Prices and Payment Terms
4. Delivery Terms
5. Retention of Title
6. Right of Withdrawal
7. Returns and Complaints
8. Limitation of Liability
9. Warranty Terms
10. Jurisdiction
CGV_rev.00/21