GENERAL TERMS AND CONDITIONS OF SALE
1. General Information
Invoices, order confirmations and offers are made, accepted and deemed to be according to the terms and conditions described herein. No changes to or additional terms and conditions will be valid unless agreed between the parties and confirmed in writing. Any additional services provided or goods supplied will be billed separately.
2. Irrevocability of orders
Orders received by ADB/Clay Paky may not be cancelled by the customer for 90 days from the date they are signed, and ADB/Clay Paky shall decide whether to accept such orders at its sole discretion. Orders are deemed to be accepted by ADB/Clay Paky only if confirmed in writing by ADB/Clay Paky or if ADB/Clay Paky has started to expedite the orders themselves.
Also in the latter case, orders shall be deemed to have been accepted according to these general terms and conditions and any special terms and conditions specified in the quotation.
Offers sent by ADB/Clay Paky are deemed to be accepted when ADB/Clay Paky receives written confirmation from the customer. Any changes made by the customer to the terms and conditions of the offer will only be valid if accepted in writing by ADB/Clay Paky pursuant to section 1326 of the Italian civil code. All offers sent by ADB/Clay Paky are deemed to be made at the prices in effect at the time they are issued. The terms and conditions specified in the offers and - more specifically - the prices, discounts, and payment and return conditions are valid until the expiry date shown on the offer itself. If no expiry date is shown, the offer is deemed to expire 30 days after the date of issue. All offers are subject to product availability.
4. ADB/Clay Paky products and marketed products
The products supplied are either manufactured by ADB/Clay Paky themselves or manufactured by third parties and marketed by ADB/Clay Paky. ADB/Clay Paky reserves the right to make any changes it deems necessary to their products at any time without prior notice. Similarly, the specifications of products marketed by ADB/Clay Paky are subject to change at the discretion of their respective manufacturers. Therefore the illustrations and data shown on catalogues, offers and price lists are purely indicative and subject to change.
5. Prices and terms of payment
Prices are quoted in Euros and Ex-Works as per INCOTERMS, at ADB/Clay Paky's warehouse, excluding transport and special packaging costs. The costs of standard packaging are included. Any taxes, fees or registration costs will be fully borne by the customer.
ADB/Clay Paky may change the sale prices of their products and those they market without prior notice, without prejudice to the customer's right to cancel any orders if the change in price is greater than 3%, except as laid down in point 2.
Except for other methods that may be agreed between ADB/Clay Paky and the individual customer, payments must be made via wire transfer upon receipt of ADB/Clay Paky order confirmation, or at offer acceptance by the customer, or according to other terms eventually defined by ADB/Clay Paky. The customer must then send to the sales department of ADB/Clay Paky a copy of the bank document as proof of wire transfer. Shipment of goods to the customer depends on ADB/Clay Paky’s verification that the payment amount has actually been credited on their account.
Unless otherwise agreed in writing between the parties, interest on deferred payments will be calculated at two percent above the prime rate in force at the time of delivery. Bills of exchange, cheques and drafts shall be issued and accepted "subject to collection with recourse" and therefore do not constitute payment or novation of the original obligation.
ADB and Clay Paky local area agents and representatives may not collect payments of any kind without written authorization from ADB/Clay Paky. Without such authorization, any payment made is at the customer's risk and peril.
The customer may not delay or suspend payments for any reason, even if complaints or disputes arise. No customer may take legal action against ADB/Clay Paky if it has not first paid off its debt.
6. Default interest
In In the event of late payments, the customer must pay ADB/Clay Paky interests on arrears within the terms and to the extent stated in Legislative Decree No. 231 articles 4 and 5 dated 09/10/2002 as amended, as well as any costs, as per article 6 of the same decree, that ADB/Clay Paky may sustain to recover its credit.
The goods shall always be deemed to be delivered at ADB/Clay Paky's warehouse, even if they are sold "carriage paid". Carriage is always made on behalf of the customers and at their risk, even when they authorize ADB/Clay Paky to choose the carrier. The customers shall check the condition of the goods on arrival and, if they find any damage, even only to the packaging, they shall make an immediate written report to the carrier in which they accept delivery while reserving the right to check any damage. ADB/Clay Paky expressly disclaim all liability for the costs and proper performance of the carriage. Although the delivery times given in written and verbal quotations, offers and orders are complied with as far as possible, they are only indicative and ADB/Clay Paky cannot be held responsible for any damage resulting from delay in delivery.
Customers shall report all visible defects, not ascribable to transport, to ADB/Clay Paky in writing within eight days from the date of receipt of the goods. This report shall contain all information relating to the name of the consignee, the person or company the invoice is made out to, the invoice number, a description of the product, its serial number and the defects found. In no event shall the recipient be allowed to tamper with the goods, disassemble them or alter their original condition. If this occurs, ADB/Clay Paky cannot be held responsible. Returned goods are not accepted unless previously agreed upon in writing and without charge to ADB/Clay Paky.
The warranty period for ADB/Clay Paky products and those marketed by ADB/Clay Paky is twenty-four months from the date of delivery, unless otherwise stated in writing. ADB/Clay Paky guarantees that the goods they supply are well manufactured and of good quality. The warranty guarantees the repair or replacement (at ADB/Clay Paky discretion, for free, in the shortest time possible) of any parts that show acknowledged defects in materials, construction or workmanship during the warranty period that make them unsuitable for their intended use. The guarantee excludes any liability for direct or indirect damage of any kind and for any reason, for which ADB/Clay Paky will therefore not be required to pay compensation. The customers shall see to delivering the parts that need repair or replacement to ADB/Clay Paky's works at their own expense and risk. The repaired or replacement parts shall be delivered by ADB/Clay Paky ex-works.
The customers lose all rights to the warranty if they do not comply with the agreed conditions of payment even only once, or if the faults reported are attributable to the customers themselves, their employees or third parties, for reasons such as: incorrect installation, inexperience, imprudence, incorrect or improper use, overloading, and incorrect or faulty maintenance. The warranty is also void if the customer has made alterations or tampered with the products - either directly or by commissioning third parties to do so - including the replacement of parts and components covered by the warranty, without prior permission from Clay Paky, as well as for reasons of force majeure.
Repairs, replacements and alterations that are not covered by the warranty shall be paid for at the time of their implementation or delivery. If payment is not received, ADB/Clay Paky reserve the right to retain repaired products and parts.
The warranty excludes all parts that are subject to normal wear and tear owing to natural causes or use.
10. Sale and installation of products
Resellers who directly or indirectly purchase products from ADB/Clay Paky undertake to comply with the sale prices recommended by Clay Paky shown on the price list. No product may be exported outside the country ADB/Clay Paky intended it for, unless prior written permission is obtained from ADB/Clay Paky. If customers do not comply with this, they are obliged to pay a 50% penalty on the price of the product pursuant to section 1382 of the Italian civil code, without prejudice to claims for further loss.
ADB/Clay Paky assumes no responsibility for how their products are installed. It is the customer's responsibility to choose an installer and make sure their chosen installer is a dealer or installer of proven professionalism. ADB/Clay Paky cannot be held responsible for damage of any kind arising from the use of its products.
11. Reservation of title
All goods supplied by ADB/Clay Paky remain exclusive property of ADB/Clay Paky until it receives full cash payment of their price. Sale is therefore made and accepted with reservation of title as laid down in section 1523 et seq. of the Italian civil code. During this period, the customers shall act as a depositary for the items supplied and assume the consequent obligations and responsibilities. They undertake to safeguard the items and protect them against any cause of damage, destruction, loss, etc.
Until the products supplied are paid for in full, they may be claimed by ADB/Clay Paky wherever they are, even if they are united with or incorporated into goods owned by the customer or by third parties, since the laws regarding appliances and accessions do not apply to them. The customer is obliged to inform ADB/Clay Paky immediately of any actions for injunctive relief brought by third parties, and any removal or relocation of the goods supplied.
In the event of non-payment of the agreed price, even only a single instalment, ADB/Clay Paky reserves the right to request termination of the contract and return of the goods sold. Partial payments already made will be kept by ADB/Clay Paky as a penalty and to compensate for use, without prejudice to claims for further loss.
12. Jurisdiction and venue
Every contract of sale entered into by ADB/Clay Paky is regulated by Italian law even if the purchasing party is not of Italian nationality. Any dispute that may occur between the parties regarding the interpretation, implementation or modification of this agreement shall be referred to the jurisdiction of the Italian Court of Bergamo.