QUOTATIONS: All quoted prices apply only to the product quantities, systems and/or services described and specified on the Eurotech’s proposal or quotation documents. Any variation in quantity, specifications, terms and/or conditions of sale, or other factors upon which the quote was based may, at Eurotech’s discretion, result in adjustments to the quoted price. Eurotech reserves the right to change pricing, without prior notice, until acceptance of the order by Eurotech on Eurotech’s terms and conditions. Quotations are valid for the time indicated in the quotation documents. In-circuit testing and functional testing, if applicable, will be included in each quotation.
STATEMENT OF WORK; SPECIFICATIONS: All quotations are based on the specifications, drawings, designs and other written information supplied in a written document signed by Customer and approved by Eurotech (collectively and individually, a “Statement of Work”). In the event of any inconsistencies or conflicts between these Terms and Conditions and any Statement of Work or other written arrangement, the provisions of these Terms and Conditions shall prevail, unless such Statement of Work or other written arrangement specifically refers to the particular provision of these Terms and Conditions that is intended by both parties to be superseded. Any ambiguity in any Statement of Work shall be interpreted against the party that issued such Statement of Work. Eurotech reserves the right to alter or modify any Statement of Work in cases where Customer’s specifications are vague or incomplete.
NRE CUSTOM WORK: All documents for custom work must be in a format acceptable to Eurotech and they are subjected to approval by Eurotech before Eurotech starts to work on it. As to custom work, Customer shall be responsible for all costs and expenses associated with or related to design and development environmental testing, front-end engineering, and the procurement of parts and materials leading to prototypes. In no event shall Eurotech be liable for any product or system warranties, damages, claims, product failures, system failures, or deficiencies related to or involving any drawings, designs or engineering submitted or supplied by or through Customer in relation to any product system sold to Customer by Eurotech.
CHANGE ORDERS: Customer may from time to time request a change in services or deliverables by submitting to Eurotech a written change order signed by Customer, reasonably detailing the scope of such change. Eurotech shall evaluate each change requested by Customer and shall provide Customer with an impact assessment addressing relevant factors including, without limitation, the necessity for a change in quoted prices or delivery schedules or in any other of these Terms and Conditions or in any Statement of Work. Customer shall indicate its authorization of such changed terms and its approval to make the requested changes in services or deliverables by signing the impact assessment. Any further work by Eurotech on such order will be suspended and will not proceed until such written authorization has been received by Eurotech. Additionally, the delivery date may be extended by the number of days that work is suspended by Eurotech. All approved change order requests shall be deemed amendments to these Terms and Conditions or the Statement of Work, as applicable. Information, advice, approvals, or instructions from Customer’s or Eurotech’s representatives that are not in writing signed by the Customer shall be deemed expressions of personal opinion only and shall not be binding upon Customer or Eurotech or affect either party’s rights and obligations hereunder. Work on any product or system that is stopped or delayed by Customer for any reason will be subject to a restart fee determined by Eurotech. Any product or system prototypes delivered by Eurotech will not be upgraded to one or more finished products without additional cost to Customer and unless agreed by Eurotech, in writing, prior to the start of work. Any Customer request for changes to scheduled delivery dates will not be accepted by Eurotech unless approved in writing, in Eurotech’ s sole discretion, and may be subject to expedite or delay fees.
PURCHASE OF THIRD-PARTY COMPONENTS, PARTS AND PRODUCTS: Customer shall be responsible, at Eurotech’ s discretion and upon notification to Customer, for advance payment for all third party components, parts or products specified for inclusion in any product or system ordered by Customer. Such components, part, or products include, but are not limited to, software packages, processing cards/chips, circuit board products, media drives, and removable storage devices. Customer may also elect to purchase such items directly from the third-party source and provide them to Eurotech. In no event shall Eurotech be liable for any technical support, damages, warranty claims, product failures, system failures or deficiencies related to or caused by any such third party components, parts or products. Customer shall be responsible for all excess and non-cancellable and nonreturnable (“NCNR”) material procured for Customer order(s). In the event a follow-on order is not awarded within 45 days of final shipment, Eurotech will invoice Customer for all excess and NCNR material. Stranded material caused by a Customer change order will be invoiced upon implementation of the change order.
PAYMENT/CREDIT: At Eurotech’s discretion, first-time orders are payable in full, in advance, and in collected funds unless differently agreed. An application for credit, after the initial order, must be submitted to Eurotech Accounting Department for review and approval. Eurotech reserves the right, in its sole and absolute discretion, to approve or deny credit for any reason whatsoever. Each completed credit application must be signed by someone demonstrated to be an authorized representative of the credit applicant. Any order that Customer requests be shipped before the standard or quoted delivery date may be subject to a surcharge as determined by Eurotech, and must be paid in full, in advance, and in collected funds. At the discretion of Eurotech, custom or systems orders may require pre-payment of all or a portion of the price of the order prior to the start of work by Eurotech. Lead times for all work related to such orders may be extended, and work may not be performed, until such pre-payment is received by Eurotech. All orders involving shipments, deliveries or services shipped or performed outside the European Union must be prepaid in full, in collected funds, prior to shipment or performance. Except as provided herein, standard payment terms are the balance due in full within 10 days of the invoice date. All past due balances will accrue interest at the rate fixed by the Late Payments European Directive in force in Italy.
DELIVERY TERMS: FCA Amaro, Italy (Incoterms 2010).
CANCELLATION OF CUSTOM ORDERS OR BLANKET ORDERS: Customers desiring to cancel, in whole or in part, a system, custom or blanket order may notify Eurotech of such request, in writing, anytime prior to shipment. Upon written acceptance by Eurotech of any such cancellation request, Customer shall be liable for all costs, expenses, and charges related to such order based upon the percentage of completion of all work performed through the date of acceptance or cancellation, the costs actually incurred by Eurotech in relation to all materials purchased by Eurotech for the related products or systems, and all other production and material costs incurred by Eurotech, including, without limitation, document setup, revision changes, tooling charges, stranded, NCNR, excess material, and related procurement expenses, or as otherwise determined by Eurotech. The foregoing costs shall also include charges for administrative expenses incurred in obtaining and stocking or restocking materials related to the order in question, and the production expense associated with production line shutdown.
EXPORT: Eurotech represents and warrants that no technical data delivered to it by Customer shall be exported from Italy without first complying with all requirements of the International Regulations and the Export Administration Act, including the requirement for obtaining any export license, if applicable. Eurotech shall first obtain the written consent of Customer prior to submitting any request for authority to export any such technical data.
WARRANTY ON PRODUCTS (OBJECT): Eurotech’s manufactured products are warranted against defects in materials and workmanship for a period of twelve months from the date of shipment, unless otherwise provided by Eurotech in writing.
The sole obligation of Eurotech for defective manufactured products is limited to the repair and/or the replacement (at Eurotech’s option) of the defective product, upon prior return authorization issued by Eurotech’s customer service. Products returned without a prior return authorization will be rejected and the Products will be sent back to Customer via surface transportation, freight collect.
The aforementioned provision do not extend the original warranty period of any Product that has either been repaired or replaced by Eurotech.
Except as provided above, Eurotech disclaims all warranties and indemnities, express, implied or statutory, as far as permitted by law. The remedy set forth (repair and/or replacement) is the sole and exclusive remedy for warranty claims and is expressly in lieu of all other remedies that may be available to the Customer according to the applicable law.
EXCLUSION OF WARRANTY. The warranty provisions shall not apply to manufactured products:
1. which have been repaired, altered, tampered with or modified, except by Eurotech’s authorized customer service;
2. which have been subjected to unusual physical or electrical stress, abuse or accident or forces or exposure beyond normal use or beyond the operational and/or environmental parameters set forth in the applicable products specifications, manuals, instructions and datasheets;
3. in which the alleged or assessed defects result from normal wear and tear, misuse, negligence, improper storage, water or other liquids, battery leakage, use of parts or accessories not approved or supplied by Eurotech, failure to perform operator handling and scheduled maintenance instructions supplied or suggested by Eurotech;
4. in which the alleged or assessed defects result from integration, combination or connection with appliances, devices, parts, components, and software provided by third parties or by the Customer
INDICATED PERFORMANCES OF PRODUCTS. The performances indicated in products specifications, manuals, instructions and datasheets are to be considered as achieved (and achievable) in normal operational and/or environmental conditions, which have been scientifically tested and assessed by Eurotech and/or by the independent authority/laboratory referred to in said documents.
It is acknowledged that the deployment of products in operational and/or environmental conditions which differ from normal ones may affect sensibly the expected performances. The above mentioned warranty provisions shall not apply to manufactured products which have been deployed in such operational and/on environmental conditions that make it reasonable to expect that the declared performances may not be attained.
PRODUCTS MANUFACTURED ON CUSTOMER’S SPECIFICATIONS. If the products have been manufactured in execution of Customer’s specifications, designs, projects and procedures, Eurotech’s warranty is limited to the respect of said specifications, designs, projects and procedures and does not extend its validity and/or effectiveness to the specific aim pursued by the Customer by said specifications, designs, projects and procedures.
Unless specifically provided in writing, Eurotech’s warranty covers the products with regards to the general use they have been manufactured for, with the exclusion of any particular or specific use or destination given by the Customer.
PRODUCTS MANUFACTURED ON A SAMPLE PRODUCT BASIS. If the products have been manufactured on a sample product basis, previously approved by the Customer, Eurotech’s warranty is limited to the conformity of the manufactured products to the sample product and does extend its validity and/or effectiveness to the specific use and/or aim pursued by the Customer’s intended use of the manufactured products.
LIMITATION OF LIABILITY. Eurotech’s total liability to Customer for all claims of any kind, whether based upon contract, tort (regardless of the degree of fault or negligence) or otherwise for any loss or damage arising out of, connected with or resulting from the performance or breach of this Supply policy, of the Supply agreement entered into by the Parties and/or of any purchase order issued by the Customer shall in no case exceed the amount of the price of the specific product which gives rise to the claim.
EXCLUSION OF LIABILITY. Subject to previous paragraph (Limitation of liability), Eurotech will never be liable to Customer under or in connection with this Supply policy, with the Supply agreement and/or with any purchase order issued by the Customer, for (a) any loss of profits; (b) loss of revenues; (c) loss of business; (d) anticipated savings; (e) destruction or loss of data and (f) any indirect, special or consequential loss or damage.
RETURN MATERIAL AUTHORIZATION (RMA): In the event that any product or system requires warranty or repair service, an RMA (Return Material Authorization) number MUST BE OBTAINED FROM EUROTECH BEFORE being returned to Eurotech. All returns must be shipped, freight prepaid, to Eurotech. No unauthorized returns will be accepted within Eurotech’s facilities. To obtain an RMA an email should be sent to
RMA.it@eurotech.com stating the Model Number, Serial Number and a detailed fault description of each item to be returned. Following the receipt of any request for an RMA, Eurotech shall inform the Customer of the warranty status of each item to be returned. Products or systems returned under a valid warranty claim shall be repaired or replaced at no expense to Customer, other than costs incurred in returning the same to Eurotech. Should a returned product be diagnosed as “no fault found”, Eurotech will contact Customer for technical resolution before the product is returned to Customer. With regard to out-of-warranty products or systems, no repair work shall proceed without receipt of a new Purchase Order or written authorization from Customer related to such repairs. If a preliminary assessment indicates that the costs associated with any such repair will approach or exceed original price of the product or system, then repairs may not be undertaken, and Customer will be notified. All work performed on out of warranty products or systems will be warranted for a period of 30 days from the date of the return shipment to the Customer, provided that Customer notifies Eurotech of any warranty claim related to such repairs within such 30 day period.
ETHICAL CODE: Eurotech has adopted a Code of Ethics that contains the principles and rules of behavior to which the Company gives a positive ethical value. The Code expresses the policies that regulate the relationships between Eurotech and all its stakeholders, such as shareholders, customers, suppliers, partners, employees, agencies, public administrations, authorities, local communities. The Code is also an integral part of the organization, management & control Model that Eurotech has adopted under the Italian Legislative Decree no. 231/2001. All recipients are asked to comply with the Code of Ethics, which is available on the web site www.eurotech.com, in the Company profile section.
APPLICABLE LAW: the sale/supply contract which these Terms and Conditions of sale refer to, will be subject:
(a) to the Italian Laws, if the Professional Customer has its head office in the European Union;
(b) to the Laws of the Country where the contract is to be executed, in all other cases.
In either case, the applicability of the laws of conflicts and of the Vienna Convention on the international sale of goods is excluded.
DISPUTE: any claim or dispute involving any product manufactured, supplied or sold by Eurotech shall be submitted exclusively to the competent Court where Eurotech has its head office, if the Professional Customer has it head office in a Country belonging to the European Union, unless Eurotech, at its sole discretion, decides to start or to take the action in front of the competent Court where the Professional Customer has its head office.
Any claim or dispute in which the Professional Customer has its head office outside the European Union will be settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The seat of the arbitration will be London and the language of the arbitration will be English.
