The Sale Terms of S.D.M. Apparecchi Scientifici srl., applied to the Purchaser that concluded a sale contract (signed and aproved by S.D.M.) that permits the purchaser to resell our products and benefits the advantages that comes and are specified in the sale contract.
S.D.M. is entitled to process personal data within the limits of what is permissible pursuant to the Federal Data Protection Act.
The Purchaser have the right to be notified and to communicate such data to the departments within the enterprise affected by the execution of the contract, to the extent that such is necessary for the execution of the contract.
Within the same limits, S.D.M. can communicate such data to the credit insurance company with which it has concluded a credit insurance concerning a transaction agreed with the Purchaser.
The sales conditions:
S.D.M. has the right to make any changes of the product's design and composition at any time even if an order has been placed for that product but for that the Purchaser will be informed about the changes made after 2 days from when the changes has been applied and withind one week from when the changes has been made.
The S.D.M. company has also rights to release a letter of credit to the Purchaser. This depends on the payment method that S.D.M. company accepts and it's specified on the contract made with the Purchaser and are described below.
The letter of credit will be released automaticaly (depending on payment method) to the Purchaser if the payment delay will pass 20 days or if the purchaser will not inform the S.D.M. company about the delay.
S.D.M. expressly consents to their application in writing. The S.D.M. Terms of Sale shall also apply if S.D.M. in awareness of the Purchaser’s conflicting terms or terms deviating from its Terms of Sale executes the order unconditionally.
1.1. The start of the delivery period specified by S.D.M. shall require the prior clarification of all technical issues.
1.2 S.D.M. compliance with its obligation to supply shall also require the timely and correct performance of the Purchaser’s obligations. The defence of non-performance of the contract shall remain reserved.
1.3 If the Purchaser is in acceptance default or culpably infringes other obligations to participate, S.D.M. shall be entitled to claim reimbursement of any resulting losses it incurs as a result, including any additional expenditure. S.D.M. reserves the right to lodge more extensive claims.
1.4. If the preconditions of 1.3 are satisfied, the risk of accidental loss or accidental deterioration of the purchased object shall transfer to the Purchaser at the time when it defaults on acceptance or performance.
1.5. The delivery period agreed between S.D.M. and the Purchaser shall be complied with if by the end of such period the goods to be supplied have left the works, or if readiness to deliver has been notified.
1.6. Unless the contrary follows from the confirmation of order, the delivery is agreed to be “ex works”.
1.7. If the Purchaser wishes, S.D.M. shall insure the delivery against transport damage, breakage, theft and other losses. The costs for such shall be borne by the Purchaser.
2. Prices - terms of payment:
2.1. Unless the contrary follows from the confirmation of order, the S.D.M. prices shall be “ex works” exclusive of packaging; the letter shall be charged separately.
2.2 S.D.M. reserves the right to adjust its prices accordingly if after conclusion of the contract
reductions or increases in costs occur, in particular on the basis of collective wage agreements or changes in the prices of materials. S.D.M. shall provide the Purchaser with proof thereof on demand.
2.3 Statutory value added tax is not included in the S.D.M.; prices; it shall be stated separately in the invoice at the statutory rate applicable on the date of invoicing.
2.4 Deduction of discounts will be automaticaly applied for resellers only. Final user will not benefit of a discounted price of material.
2.5 Unless the contrary follows from the confirmation of order released by S.D.M., the purchase price shall be payable (without deductions) on ready goods, receiving goods or receiving invoice. *This will be automaticaly applied for all new users or resellers.* Regarding our old relationship with the Purchaser the payment method will be applied as prescribed in the contract or the agreement made with Purchaser.
2.6 S.D.M. only accepts bills of exchange an cheques on account. In such cases, the payment obligation is only satisfied upon the crediting of the full amount of the claim in question. The Purchaser shall bear the costs incurred as a result of the payment by cheque or bill of exchange.
2.7 The Purchaser shall only be entitled to a right of set-off if its counterclaims have been determined with final legal effect, are undisputed or have been acknowledged by S.D.M.. In addition, it shall only be entitled to exercise a right of retention if the counterclaim is based on the same contractual relationship.
3. S.D.M. security reservation of title
3.1. S.D.M. reserves title to the goods purchased until receipt of all claims that have arisen up to the
time of the conclusion of this contract, including all claims based on follow-up orders, subsequent orders, orders for spare parts. If the Purchaser acts in breach of the contract, in particular is in payment default, it shall be entitled to repossess the goods purchased. The repossession of the goods by S.D.M. shall constitute withdrawal from the contract. After repossessing the goods, it shall be entitled to realise them elsewhere, and the proceeds from such realisation shall be offset against the Purchaser’s liabilities, following deduction of reasonable realisation costs.
3.2 The Purchaser shall be obliged to handle the purchased goods with care; in particular, it shall be obliged at its own expense to insure them sufficiently at replacement value against fire, water and theft damage. If maintenance and inspection work are necessary, the Purchaser shall effect such at its own expense in good time.
3.3. In the event of attachment or other interventions by third parties, the Purchaser shall notify S.D.M.
thereof immediately in writing to enable the latter to file an action pursuant to Sec. 771 of the Code of Civil Procedure. If the third party is unable to reimburse S.D.M. for the judicial and extra-judicial costs of an action pursuant to Sec. 771 of the Code of Civil Procedure, the Purchaser shall be liable
for the loss incurred by S.D.M..
3.4. The Purchaser shall be entitled to resell the goods purchased in the ordinary course of business; however, it hereby assigns to S.D.M. all receivables to which the Purchaser is entitled against its purchasers or third parties on the basis of the resale, up to the amount of the final sum of the invoice (including VAT) of its claim, irrespective of whether the goods purchased are resold without or after processing. The Purchaser shall remain empowered to collect such receivable even after such assignment. The aforesaid shall not affect S.D.M's right to collect the receivable itself. However, it undertakes not to collect the receivable as long as the Purchaser fulfils its payment obligations from the proceeds received, does not come into payment default and in particular no application is filed for the commencement of composition or insolvency proceedings or the Purchaser ceases to make payments. If such occurs, however, S.D.M. shall be entitled to demand that the Purchaser notifies it of the assigned receivables and the debtors concerned, provides all details needed to collect the claims, delivers the pertinent documents and notifies the debtors (third parties) of the assignment.