General Conditions of Sale
1.1 The terms and phrases defined in these General Conditions of Sale - when indicated with a capital letter - have the meaning conventionally attributed below: (a) "Customer": the natural or legal person, in favor of whom the transfer of ownership of an asset produced or marketed by Inxpect is completed; (b) "GCS": the terms and conditions indicated herein; (c) "Parties": Inxpect and the Customer jointly; (d) "Product": any hardware and/or software produced and/or marketed by Inxpect as shown on the price list in force at the time of conclusion of the sales contract; (e) “RMA”: return merchandise/material authorization; (f) "Third parties": any natural or legal person who is neither Inxpect nor the Customer.
2. Scope of application
2.1 The GCS apply to all supplies of Products for any reason by Inxpect and prevail over any other provision that may differ, including the Customer's general purchase conditions.
2.2 Any exceptions and/or changes to the GCS will be valid only if specifically agreed in writing between Inxpect and the Customer.
2.3 Any written and/or verbal commitments taken by agents, distributors and/or external collaborators of Inxpect do not bind the Company unless expressly confirmed in writing by Inxpect.
2.4 The GCS bind Inxpect only towards its direct Customer, who will be the only person entitled to assert rights towards Inxpect deriving from the GCS and/or from the individual contracts regulated by them. Any claims of third parties, including on behalf of the Customer, will not be accepted.
3. Orders - cancellation and modification
3.1 The placement of the order does not bind Inxpect until the order is expressly accepted. Orders are considered accepted by Inxpect upon receipt sent to the Customer with Inxpect's written confirmation.
3.2 Each order relates exclusively to the Products expressly specified. Any lists or descriptions of the Products made verbally or with reference to documents other than the order (except those expressly approved by Inxpect) are not to be considered valid.
3.3 Orders regularly accepted by Inxpect cannot be canceled or modified by the Customer, without a written consent by Inxpect, which reserves the right, at its discretion, to accept or refuse the modification.
4.1 Unless otherwise agreed in writing, the prices are intended EX-Works Incoterms 2020.
4.2 All prices are in Euros, net of VAT, transport and any other service/good not expressly specified in the order.
5. Payments - payment delays
5.1 The Customer is required to pay in the forms and terms established by Inxpect. Upon the first order, Inxpect may ask for upfront payment via bank transfer.
5.2 The Customer may not suspend or delay payments in the event of a dispute, claim, litigation or delay in the delivery of the Products, this clause being valid as a waiver of the right to make exceptions pursuant to art. 1462 cc
5.3 If the Customer falls into arrears or, in any case, defaults on any obligation, Inxpect will be authorized to suspend the deliveries in progress as well as the fulfillment of any further orders despite being confirmed.
6. Delivery method and rates
6.1 The Customer is to collect the Products at the place indicated by Inxpect at the Customer's care and expense. In the event of a different agreement between the parties, Inxpect may freely choose, in the name and on behalf of the Customer, the carrier, it being agreed that in this case Inxpect will act as a simple agent of the Customer who will bear the costs and risks of the transport.
6.2 Any discrepancies between the Products delivered and the type and/or quantity indicated in the order is to be communicated in writing to Inxpect, within 8 (eight) working days from the date of delivery. Otherwise, the Products delivered will be considered compliant with the order.
6.3 Regardless of the delivery, methods and costs of transport agreed, the delivery and the subsequent transfer of risks will be considered occurred, in any case and for all purposes, with the loading of the Products on the means of transport at the Inxpect plant.
6.4 If the Customer does not collect the Products or accept their delivery, Inxpect will have the right to transport and store them at the expense and responsibility of the Customer in other places identified by Inxpect, which from now on declines any responsibility in this regard. This provision does not change the Customer's payment obligations. In any case, the right to compensation for any greater damage suffered by Inxpect is reserved.
6.5 The delivery terms are to be considered purely indicative and will in no case be an essential term. Unless in the case of willful misconduct or gross negligence, any delivery delays will not entail any liability of Inxpect.
7. Reservation of ownership
7.1 Inxpect remains fully owner of The Products supplied until the date the Customer pays off the full price and all amounts due to Inxpect. Until then, the Products may be claimed by Inxpect no matter where they are.
7.2 In the event that in the Customer's country of domicile it is necessary, for the validity of the retention of title in favor of Inxpect, to carry out administrative or legal formalities such as, by way of example and not limited to, the registration of the Products in public registers, or appropriate sealing, etc., the Customer undertakes as of now to collaborate with Inxpect and to put in place all the necessary acts in order to obtain a valid right with reference to the reservation of ownership.
7.3 The Customer will be required to immediately inform Inxpect of any executive or precautionary act carried out by third parties on the Products, in any case objecting to the proceeding officers the retention of title in favor of Inxpect.
7.4 If the Customer resells the Products to Third Parties before the Products being fully paid for, the customer will be required to immediately notify Inxpect, which will automatically take over the Customer's credit right deriving from the resale and may demand payment from the sub-purchaser up to the amount still due for the Products by the Customer to Inxpect, it being understood that the Customer will in any case be obliged to pay the price jointly with the sub-purchaser.
8. Warranty - returns & repairs
8.1 Inxpect guarantees, under the conditions and terms herein specified, that the Products are free of defects that prevent their normal use or significantly reduce their value and that they comply with the technical and performance characteristics required by law or specifically agreed in writing with the Customer.
8.2 The warranty operates for a period of 2 (two) years from the date of delivery of the Products and may not in any case be suspended or extended as a result of the non-use of the Products, even if due to repairs under warranty.
8.3 In order to benefit from the guarantee, the Customer is to notify Inxpect in writing, within 8 (eight) business days from the date of delivery or since the defect is detected, in the case of a hidden defect.
8.4 Unless the defect is caused by intent or gross negligence by Inxpect, the warranty is to be considered excluded and not enforceable, so the more if the defects of the Product are attributable to: (a) inappropriate or improper use of the Product; (b) incorrect assembly and/or installation by the Customer or third parties; (c) normal wear; (d) incorrect or negligent handling of the Product; (e) faulty maintenance; (f) the use of unsuitable equipment; (g) electromagnetic or electrical influences.
8.5 The Warranty will be void in the event that the Customer has not fulfilled all obligations in the manner and within the terms agreed, even for orders other than those which the guarantee is being claimed for.
8.6 In the event of a valid and timely notification of defects by the Customer, Inxpect, at its own discretion and in accordance with the technical standards, may repair or replace the Product or any of its defective parts, free of charge, or alternatively, reimburse the Customer the price paid for the defective Product. Defective Products may not be used for any purpose by the Customer.
8.7 Returns of the Products are to be previously authorized in writing by Inxpect, and if deemed necessary, the Products must be delivered exclusively to the place indicated by Inxpect, by the Customer, who will bear the costs and risks of transport.
8.8 Returns and Products for repair will be accepted only if accompanied by the RMA form, contained in the original packaging and properly packaged.
8.9 If the returned Products, following the tests carried out by Inxpect, prove to be free of defects, breakdowns or any anomalies at all, Inxpect reserves the right to charge the Customer the hourly cost of the tests, as well as the costs for returning the Product.
8.10 Inxpect reserves the right to return to the sender any unauthorized shipments or deliveries of materials and/or quantities other than those indicated in the transport documents, which must always correspond to what is indicated on the RMA form. The costs of such deliveries will be charged to the Customer.
8.11 Except for a willful misconduct or gross negligence by Inxpect, the Customer's right to compensation is limited to a maximum amount equal to the value of the Products showing flaws or defects.
9: Industrial and Intellectual Property
9.1. The Customer undertakes to respect the industrial and intellectual property rights concerning the Products, as well as Inxpect as a brand and its distinctive signs.
9.2 The Customer acknowledges that the software contained in the Products is proprietary, protected by copyright and may also contain commercial and valuable secrets and be protected by patents. Except within the limits permitted by law, the Customer undertakes not to duplicate, disassemble, decompile, reverse engineer, modify, create derivative works or otherwise change a software or its structure. The Customer may use the software incorporated or included in the Products only if connected to the authorized use of such hardware Products and will have no other rights in relation to the software.
9.3. In case of violation by the Customer of the commitments provided for in this clause, the Customer will be required to pay Inxpect a penalty of an amount equal to double the cost incurred by Inxpect for the design and production of the Product subject to the violation, without prejudice to compensation for any greater damage suffered.
10. Force majeure
10.1 If during the course of the supply there are causes of force majeure that increase costs, Inxpect reserves the right to change the prices of the Products, notifying the Customer in writing.
10.2 In all cases of force majeure, strikes, epidemics, pandemics, wars, fires, floods, interruptions or delays in transport, objective impossibility of procuring materials on the market, legal measures that prevent, limit or delay production and/or marketing of the Products, Inxpect is free from any and all obligations relating to delivery, without this entailing any right for the Customer to terminate the order and/or compensation for damages, even indirect, suffered by the Customer. Inxpect reserves, in any case, the right to cancel the order.
11.1 With the purchase order, the Customer gives consent to the processing of personal data, pursuant to art. 13 GDPR - Regulation (EU) 2016/679, after viewing the specific information available in an extended version on the website (https://www.inxpect.com/en/privacy/). The processing, storage and transmission of personal data takes place with the observance of every precautionary measure, which guarantees its security and confidentiality, in accordance with the provisions of the GDPR, for the sole purpose of being able to effectively fulfill the obligations established by the statutory, civil and fiscal regulations related to the economic activity of the company including the management of collections and payments deriving from the execution of contracts.
12. Applicable law - jurisdiction
12.1 This Contract is governed by Italian law and is to be interpreted in accordance with it.
12.2 For any dispute that may arise between the Parties, the court of Brescia (Italy) will be exclusively competent.