terms and conditions of KERNEL Sistemi s.r.l.
terms and conditions of this sales Agreement are agreed between
KERNEL Sistemi s.r.l., having its principal place of business in
Modena, Italy, hereinafter also “the Supplier” and
…..........................., having its principal place of
business in …..................., ........, hereinafter also “the
The Parties agree that all future orders concerning the supply of
............. that the Buyer sends to the Supplier are subject to the
terms and conditions indicated in this Agreement.
Any condition contained in the Buyer’s order shall not apply if not
confirmed in the Supplier’s order confirmation.
The Parties are free to depart from all or part of these terms and
conditions provided that they are agreed in writing.
documentation and acceptance
An agreement is concluded when the Buyer has placed an order with the
Supplier and the Supplier has confirmed the order in writing to the
Buyer (order confirmation).
All technical advice, figures, numbers etc. supplied by the Supplier
constitute an approximate guide and shall only be binding insofar as
these have been explicitly confirmed in writing by the Supplier.
Any quotation given by the Supplier shall remain open for a period of
30 days from the date of its first issue if not differently indicated
in writing. All
prices in the order confirmation refer exclusively to the net price
of the Product if it is not expressly stated differently.
explicitly agreed otherwise, all prices provided by the Supplier are
exclusive of Italian VAT and exclusive of any other costs such as –
but not limited to – transport costs, packaging costs etc.
Except as otherwise from time to time agreed upon in writing by the
Parties, payment of Products purchased by the Buyer hereunder shall
be made in accordance with the terms indicated at art.
In the event that the Buyer arranges the transport, the Buyer shall
collect the products or have the products collected within eight (8)
days after the Supplier has informed the Buyer that the products are
ready for collection.
Should a petition be filed for the institution of any insolvency
proceeding against the assets of the Buyer, the Supplier shall be
entitled to withdraw from the contract and to demand the immediate
return of the product delivered if the Buyer is not in a position
provide adequate security.
6 Terms of Supply
The Supplier shall honour its delivery terms as far as possible. The
delivery terms specified by the Supplier shall be estimates only, and
only provide an indication as they are based on circumstances
applicable at the time of the conclusion of the agreement.
Accordingly, it is intended that delivery term is not of the essence.
not differently agreed, any order received is intended for ex-works
(ICC incoterms) delivery.
7 Passing of risk, pre-delivery inspection
Unless otherwise agreed in writing in the Contract, all risks shall
pass to the Buyer at the time and place when the products to be
supplied have been placed at the disposal of the Buyer at the place
where the Product was manufactured, irrespective of whether the
Supplier has assumed the shipment costs or other performances, such
as delivery, installation and set-up.
Subject to the conditions set out below the Supplier warrants that
the Products shall correspond with their specifications at the time
of delivery and shall be free from defects in material and
workmanship for a period of
1 (one) years from the date of delivery.
for ST electronic string controls, ST0, ST1, ST1N and ST2 series, the
period of warranty is extended to 5 (five) years from the data of
Supplier shall at its discretion repair or replace the defective
parts. The parts replaced under warranty will be supplied free of
costs and delivered ex-works the Supplier's premises.
The above warranty is given by the Supplier subject to art. 9 and to
the following conditions:
the Supplier shall be under no liability in respect
of any defect arising from wilful damage, negligence, abnormal
working conditions, failure to follow the Supplier's instructions on
installation and maintenance, misuse or alteration or repair of the
Products without the Supplier's approval, unsuitable
building ground, chemical, electrochemical or electric influences,
even if produced by natural events, insofar as the Supplier has not
expressly assumed responsibility for these, and
Buyer or a third party has improperly reworked or made modifications
to the object of delivery without obtaining prior consent from the
Any liability for defects of products, whether claimed or not, shall
the Buyer has not reasonably taken the measures required by the
Supplier and by the usual knowledge of a skilled technician,
including measures to limit damage to the Products.
The Buyer shall cooperate with the Supplier to allow the
investigation on the reasons of the defect.
The warranty is valid if the defective product returns the
The Supplier shall under no circumstances whatsoever be liable for
any consequential or indirect loss suffered by the other Party.
Any complaints of the Buyer concerning visible quality defects and/or
any kind of obvious non-conformity must be reported properly by the
Buyer in writing at the Supplier’s office within 48 hours following
the reception of the products supplied. Failure to do so will result
in the loss of the Buyer’s rights.
Defects that could not be discovered under art 9.1 must be reported
properly by the Buyer in writing at the Supplier’s office,
immediately following discovery and in any case no later than 8 days
after discovery. The claim shall indicate the defect claimed and
shall contain a copy of the invoice and serial number of the Product.
Failure to do so will result in the loss of the Buyer’s rights
against the Supplier.
Law - Disputes resolution
This Agreement shall be governed by and interpreted in accordance
with the laws of Italy.
dispute, controversy or claim arising out of or in connection with
this contract, or the breach, termination or invalidity thereof,
shall be finally settled by arbitration with a sole arbitrator. The
proceeding shall be administered by the Arbitral Chamber of Milan
(CAM) following the Rules of Arbitration of said Arbitral Chamber.
The language of the proceeding shall be English.
Any such decision shall be final and binding upon the Parties.
This agreement was duly negotiated between the Parties and was
executed in two counterparts written in English, and both
counterparts are deemed to be original.
The following details were agreed between the Parties and shall
prevail on any different term or condition contained in this
payment conditions: .......
delivery: ...... (Incoterms ICC 2010), delivery date …………………………….
srl the Buyer