General terms and conditions of sale

1. Scope and Definitions

1.1 These General Terms and Conditions of Sale  (hereinafter “General Conditions”) apply to  all commercial agreements between LSI LASTEM S.r.l., a company with registered  office in Via EX S.P. 161 DOSSO n. 9, Settala  fraz. Premenugo (MI), registered in the  Companies Register of Milan, ordinary  section, with registration number and tax  code 04407090150 (hereinafter “LSI  LASTEM“) and its customers, having as their  object the sale of all LSI LASTEM products  and services, such as, but not limited to,  instrumentation, sensors, software,  calibration services, installation and  maintenance services, Software as a  service, data management, etc.  (hereinafter “Products“). 

1.2 The “Customer” shall mean the legal or  natural person that contracts to purchase in  full or in part the Products from LSI LASTEM. 

1.3 Any contract entered into by LSI LASTEM for  the supply of products is subject to these  General Conditions that are the only  general conditins governing the  relationship with the Customer and shall  prevail over any general or particular  conditions of sale of the latter. The issuance  of an order by the Customer constitutes  express acceptance of these Conditions by  the latter. 

1.4 Any other different and further condition is  ineffective as well as any modification or  addition to these Conditions by the  Customer, unless expressly accepted in  writing by the Company. In the event that  during the course of the relationship LSI  LASTEM accepts in writing any changes  and/or additions to these Conditions (whether attached to any purchase order,  document or correspondence), such  changes and/or additions are to be  understood as limited to the specific order  for which they are agreed.  

1.5 These Conditions shall also apply in the  future even if they are not expressly  referred to and signed in any order placed  by the Customer and accepted by LSI  LASTEM.  

1.6 These Conditions are effective until they  have been expressly revoked or replaced by  new general conditions issued by LSI  LASTEM. 

2. Conclusion of the contract

2.1 The contract shall only be considered as  conluded with LSI LASTEM’s explicit  acceptance thereof by means of the order  acknowledgement issued by LSI LASTEM.  

2.2 The scope of performance of LSI LASTEM’s  obligations is determinated by the contract. 

2.3 The description, details of the Products and  conditions of use contained in catalogues,  brochures and technical documentation as  well as any other informative material  provided by LSI LASTEM are not to be  understood as a guarantee of the quality of  the Products. Any guarantee of quality  must be expressly formulated in writing.  Furthermore, LSI LASTEM reserves the right  to make changes to the technical data as  well as to the shape, colour and/or weight  of the Products. 

2.4 The descriptions, specifications and  illustrations contained in catalogues, price  lists and other leaflets or descriptive matter  produced by LSI LASTEM shall not form part  of the contract and shall not be binding on  LSI LASTEM. Names, addresses and  trademarks on illustrations indicate  ownership of the artwork and must not be taken at necessarily indicating the  manufacturers. Any description given of the  goods is by way of identification only and  does not constitute a sale by description or  sample.

3. Prices and payments

3.1 All prices and terms quoted by LSI LASTEM  or shown in any of the LSI LASTEM’S price  lists, catalogues etc are subject to alteration without notice.  

3.2 Any amendment to the contract requested  by the Customer after its conclusion shall  be null and void unless accepted in writing  by LSI LASTEM, specifying new terms of  delivery, prices and terms of payment  where applicable. 

3.3 All quoted and printed prices for goods are  ex-warehouse and exclusive of VAT,  packing, freight charges, postage,  insurance, port rates, installation,  commissioning and other costs unless  expressly specified to the contrary. 

3.4 LSI LASTEM reserves the right at any time  prior to delivery of the goods to adjust the  price to reflect any increase in the cost of  raw materials, labor or services or any  currency fluctuations, increases of taxes or  duties or any other matters affecting the  cost to LSI LASTEM in complying with the  contract. 

3.5 Orders cancelled before delivery will be  subject to a cancellation fee. For orders  cancelled after delivery, the Company  reserves the right to impose a handling  charge of not less than 15% on returned  goods save in circumstances where the  goods are returned by reason of defects or  shortages. 

3.6 Installation and commissioning will be  quoted only against the specific request of  the Customer. 

3.7 LSI LASTEM reserves the right to amend any accidental errors and omissions in  quotations and invoices. 

3.8 Unless otherwise agreed in writing, payments must be made in full and without  exception, offsets, deductions or any other  deductions, under the agreed conditions,  no later than the due date indicated on the  invoice. In the event of non-payment or delayed payment, the provisions of Italian  Legislative Decree 231/2002, as amended,  will apply, without prejudice in any case to  LSI LASTEM’s right to claim compensation  for greater damages. 

3.9 For the timeliness of payments, the value  date on LSI LASTEM’s current account will  be taken as the basis. 

3.10 Under no circumstances may the Customer  suspend or delay payments. Withholding of  payments due to counterclaims or  offsetting of counterclaims is not  permitted. The Customer may not, in any  case, raise exceptions of non-performance  in order to avoid, suspend or delay  payments due, without prejudice to the  provisions of Article 1462, first paragraph,  of the Italian Civil Code. Without prejudice  to the foregoing, exceptions of non performance by the Customer will only be  effective if they have been declared in  writing by LSI LASTEM or have been  confirmed by a final and enforceable court  decision. 

3.11 In the event of non-payment of the agreed  price, the sales agreement will be  considered terminated by law, pursuant to  and for the purposes of Article 1456 of the  Italian Civil Code, when LSI LASTEM  declares its intention to avail itself of this  express termination clause. 

4. Delivery

4.1 Any date quoted by LSI LASTEM for dispatch  is given in good faith by way of estimate  only. While LSI LASTEM will endeavor to  deliver within the period stated, such date  is not to be of the essence of the contract  and the Customer shall be bound to accept  the goods when they become available.  

4.2 LSI LASTEM shall not be liable for any loss or  damage or delays in transit or  consequential losses or losses including loss  of profit resulting in any way in respect of  late delivery howsoever caused even in  such cases as LSI LASTEM has expressly agreed in writing a delivery date, nor shall  such failure to deliver on the date or within  the period named by LSI LASTEM be  deemed to be a breach of contract. 

5. Passing of property and Risk

5.1 LSI LASTEM warrants that it has title to sell  the goods. Nothing in this Contract shall be  deemed to grant to the Customer the right  to manufacture or in any way reproduce  the goods or reproduce or use any  intellectual property rights of LSI LASTEM or  its agents. 

5.2 Risk in goods shall pass on to the Customer  when the goods are delivered to or  collected by the Customer or its carrier. 

5.3 Title in the goods remains vested in LSI  LASTEM and shall only pass to the Customer  upon full payment being made by the  Customer of all sums due to LSI LASTEM.  The Customer shall not resell, assign or  constitute as surety the purchased goods  without having first paid their full price to  LSI LASTEM. Any executory process taken  by third parties which may affect such  goods shall immediately be notified to LSI  LASTEM.  

5.4 The Customer agrees that whilst any such  sums are due as aforesaid LSI LASTEM may  at any time enter upon the Customer’s  premises and remove the goods therefrom  and that prior to such payment the  Customer shall keep such goods separate  and identifiable for this purpose. 

6. Inspection

6.1 The Customer is under a duty to inspect the  goods on delivery or on collection as the  case may be. 

6.2 Claims for damage in transit or shortage in  delivery of the goods will only be  considered if the carriers and LSI LASTEM receive written notification of such damage  or shortage within 2 working days of  delivery or in the event of loss of goods in consignment. 

6.3 In all cases where defects or shortages are  complained of, LSI LASTEM shall be under  no liability in respect thereof unless an  opportunity to inspect the goods is  afforded to LSI LASTEM before any use is  made thereof or any alteration or  modification is made thereto by the  Customer. 

7. Force majeure

7.1 LSI LASTEM shall not be liable for any failure  to deliver the goods arising from  circumstances outside the LSI LASTEM’s  control. 

7.2 Non-exhaustive illustrations of such  circumstances would be war, riot,  explosion, abnormal weather conditions,  fire, flood. strikes, lockouts, Government  action or (whether permanent or interim)  regulations or orders (including those  resulting in a business interruption or  reduction), delay by suppliers, accidents,  shortage of materials, labor or  manufacturing facilities.  

7.3 Should LSI LASTEM be prevented from  delivering in the above circumstances it  shall give the Customer written notice of  this fact as soon as reasonably practicable  after discovering it. 

7.4 If the circumstances preventing delivery are  still continuing six months after the Customer receives the LSI LASTEM’s notice  then either party may give written notice to  the other cancelling the contract. 

7.5 If the contract is cancelled pursuant to  Article 7.4 above, LSI LASTEM will refund  any payment which the Customer has  already made on account of the price  (subject to deduction of any amount LSI  LASTEM is entitled to claim from the  Customer) but LSI LASTEM will not be liable  to compensate the Customer for any further loss or damage caused by the failure  to deliver.

8. Warranty

8.1 LSI-LASTEM warrants that all equipment and instrumentations manufactured in its plant  are free of defects, compliant to the  technical specifications and fit for the  foreseen applications. 

8.2 The warranty period is 24 (twenty-four)  months from the date of shipment of the  goods ex Settala factory, Milan, Italy. 

8.3 Defective instruments must be returned to  the LSI-LASTEM Settala plant accompanied  by the special “returned goods form” duly  filled which is downloadable from the  www.lsi-lastem.com web site. 

8.4 The shipment cost of the returned goods is  at customer charge. Should warranty be applicable, the shipment of the repaired  goods will be at LSI-LASTEM charge. 

8.5 Once goods are returned LSI-LASTEM will evaluate and decide if warranty may be applicable to the defective goods. 

8.6 In no event shall LSI-LASTEM be responsible for defects caused by improper use not in accordance with operating instructions, accidental mechanical shock or no  compliance with the operating limits, improper voltage or electrical connection,  power surges, and natural events, such as  electric shock, lightning, floods,  earthquakes, fire, hail, wind outstanding, etc. 

8.7 LSI-LASTEM in no event assumes any liability  for repairs or alterations made by other  than LSI-LASTEM staff. LSI-LASTEM in no  event assumes any liability for damages,  neither directly nor indirectly, to people or  things caused by malfunctioning of its  equipment, including the impropriety or  loss of data gathered from its own systems. 

8.8 The above warranty applies only to products  manufactured or sold under the LSI LASTEM brand name. The equipment  supplied by LSI-LASTEM and manufactured by other Manufacturer will be guaranteed  and repaired within the limitation and in  accordance with the warranty rules of  related Manufacturer. 

Warranty does not apply to: 

  • Batteries 
  • Hygrosensitive elements 
  • Electrochemical cells 
  • Tungsten wires 
  • Moving parts and bearings 

8.9 LSI-LASTEM supplies after-sales services in  order to satisfy the requests of its clients.  For goods repaired under warranty, the  warranty ends anyway after 24 months  from the date of shipment of the brand new equipment. 

The warranty of the goods repaired outside  the warranty period is 90 days from the  date of shipment of the repaired  equipment. 

8.10 Possible warranty extensions, beyond  above terms, may be granted, for a fee to  be invoiced at the time of first shipment,  only to those equipment and  instrumentations having a serial number,  subject to documented regular  maintenance, and, in any cases, for a period  no longer than 48 months from the date of  shipment. 

9. Liability

Company is only liable for damages from its  goods if evidence is provided of its willful  misconduct or gross negligence. 

9.2 Nothing herein shall be deemed to exclude  or restrict the Company’s liability for death  or personal injury resulting wholly from the  negligence of the Company. 

9.3 The Company shall not be liable for any  consequential or indirect loss suffered by  the Customer whether this loss arises from  a breach of duty in contract or in any other  way including loss arising from the  Company’s negligence. Non-exhaustive illustrations of consequential or indirect  loss would be (to the extent such damages  are deemed to be an immediate and direct  consequence of the Company’s breach  under Article 1223 of the Italian civil code): 

  • loss of profits; 
  • loss of contracts; 
  • damage to property of the Customer or  anybody else; 
  • personal injury to the Customer or  anybody else (except so far as such  injury is wholly attributable to the  Company’s negligence). 

The Company shall also not be liable for any  direct and/or indirect damages caused to  the Client by a failure and/or incorrect  operation of the Products. 

9.4 The Customer hereby agrees to indemnify  the Company against all claims made  against the Company by any of the  Customer’s employees, customers or any  other person for which liability would have  been excluded by this clause if the claim  had been made againstthe Company by the  Customer. 

9.5 The Company shall not be liable in any way  for any damages direct or consequential as  a result of use of the equipment for any  purpose other than that agreed nor for any  use not stated and agreed in the Company’s  specifications nor for any fault or defect  arising from the Customer’s failure to  disclose relevant and pertinent information  to the Company. Where the purpose of the  goods is misrepresented or omitted, the  Company shall be under no obligation in  any manner and responsibility and liability  shall pass to the Customer. 

9.6 The Company shall not be liable in any way  for any damage whatsoever arising as a  result of the failure by the Customer to  comply with the terms of the operating  manual supplied with the goods or by  reason of a failure by the Customer to comply with the specified requirements for  maintenance and calibration of the goods. 

9.7 The Customer acknowledges that the  proper use of the goods can only be made  by appropriately trained operatives.  Training in the use of the equipment  provided by the Company is available on a  chargeable basis. Accordingly, the  Company shall not be liable in any way for  any damage whatsoever arising as a result  of the use of the goods by inadequately  experienced or inadequately trained  operatives. 

10. Privacy

10.1 The personal data of the Customer  communicated for the purposes of the  contractual relationships regulated by the  present General Conditions will be kept in  the archives of LSI LASTEM with the  adoption of appropriate security measures  to avoid illicit processing. 

10.2 In particular, LSI LASTEM undertakes to  protect, in full compliance with the  provisions of Italian Legislative Decree no.  196/2003 “Code for the protection of  personal data” and subsequent  amendments, as well as the EU Regulation  2016/679 of the European Parliament and  of the Council of 27 April 2016 on the  protection of individuals with regard to the  processing of personal data and the free  movement of such data, the personal data  acquired, stored and processed within the  scope of its activities in order to avoid any  illegal or even improper use of such  information. The Data Controller is LSI  LASTEM, in the figure of its legal  representative. 

11. Applicable Law and Jurisdiction

11.1 The contract, including these Conditions,  shall be governed and interpreted  according to the Italian law. 

11.2 The Courts of Milan (Italy) shall have  exclusive jurisdiction in respect of any  dispute arising in relation to the contract,  including these Conditions, without prejudice to the Company’s right, at its sole  discretion, to take legal action before the  court of the place where the Customer has  its registered office or domicile or in any  other competent court. The Customer  irrevocably agree to be subject to the  jurisdiction of the Italian courts, should the  Company refer any dispute thereto.