|
§
1 General
-
Our
General Terms and Conditions shall exclusively apply. We
do not accept any terms and conditions of the other
contracting party contrary to or deviating from our own
unless we have expressly agreed this in writing.
-
These
Terms and Conditions shall even apply in the event that we
effect a delivery without reservation despite being aware
of conditions of the ordering party that are contrary to
or deviating from our Terms and Conditions.
-
All
agreements made with other contracting parties for the
purpose of performing this contract shall be laid down in
writing as part of the contractual instrument.
-
Our
sales conditions shall also apply to all future business
deals with the other contracting party.
§
2 Offer, Order, Related Records
-
As
a matter of principle, our offers, prospectuses and price
lists are subject to change and do not represent binding
offers. Where we provide on our information pages details
concerning technical data, features and the condition of
the goods on offer we do not assume any warranty therefor.
By these details we do not warrant for any quality of our
products. If reasonably acceptable, technical changes
shall be reserved.
-
By
ordering our products the customer declares in a binding
manner that it wishes to acquire the merchandise ordered.
-
Where
we have made an offer expressly designated as binding to
the other contracting party, we shall feel bound by such
offer for a period of two weeks.
-
We
may accept the order from the other contracting party
within a two-week period. The offer shall be deemed
accepted if we fail to reject it within such period.
-
Unless
otherwise specified in our order confirmation, the detail
underling the offer shall become an integral part of the
order. Subsequent changes require mutual consent. The
other contracting party shall bear any additional costs
incurred thereby.
-
The
contract is finalised subject to the condition that we
ourselves are supplied correctly and sufficiently in
advance by our suppliers. This shall only be true in the
event that we are not answerable for non-delivery. In
particular, it shall be true in cases where the
customer’s order to us is to be fulfilled by us by
concluding a congruent covering transaction with our
supplier.
§
3 Prices / Terms of Payment
-
We
quote our prices with value added tax. Value added tax at
the applicable rate will be shown separately in the
invoice. Our prices apply only to the given individual
order ex works and exclusive of packaging, transport and
cost of door delivery. These costs are charged separately
(if any).
-
If
orders are placed from abroad and the merchandise is to be
delivered there, our prices apply exclusive of turnover
tax.
-
Should
our costs increase after the order has been placed and the
contract been finalised due to changes of negotiated
standard wage rates and/or of prices charged by our
suppliers, we shall be entitled to change the agreed price
by the same amount. If requested to do so, we will furnish
relevant proof to the other contracting party.
-
Payments
shall be due without any deductions immediately on
invoicing. They will always be set off against the oldest
outstanding invoice. The deduction of cash discounts shall
require a separate written agreement.
-
In
the event that the other contracting party is in default
of its payment obligation or a part thereof, it shall,
notwithstanding any additional rights on our part, pay
interest on the amounts due for payment at a level of 5%
p.a. above the base interest rate of the European Central
Bank pursuant to § 247 BGB (German Civil Code).
-
The
other contracting party shall not be entitled to setoff,
except if its counterclaims are established by a court of
law, are undisputed or accepted by us. The other
contracting party shall have no right of retention on
account of disputed counterclaims.
§
4 Customs
After
a shipment reaches your country it might be subject to import
duties and taxes. Additional charges for customs clearance
must be borne by you; we have no control over these charges
and cannot predict what they might be. Fot further information
you should contact your local customs office since customs
policies vary widely from country to country. Please be aware
that that cross-border shipments are subject to opening and
inspection by customs authorities.
§
5 Return Policy
Download
Sales
Please
understand that all download sales are final. SK Cooperativa
cannot issue product refunds once a download transaction has
begun or cancel any contract for services connected to a
download purchase once a download is initiated. For all other
purchases, please read the clause below.
Right
of revocation
You
have the possibility to revoke your contractual statement
within a period of two weeks without any declaration of
reasons in written form (e.g. by letter, fax, e-mail) or - in
case you receive goods before expiring date - by return of
goods. The expiration of time limit starts after reception of
this written declaration but not before reception of goods.
Contact:
info@sknote.it
SK
Cooperativa
Via
Montello, 7
95037
S.G. La Punta (CT)
Italy
Tel/Fax
+39-95-789.14.41
Result
of revocation
Each
party shall return the received services; the compensation for
capitalised use (if any) shall be reimbursed/returned.
If
you are not able to refund the benefits in the same condition
you have received it, you have to pay damages. In case of
surrender of goods, the above-mentioned obligation to pay
damages is not valid, when the change of the worse only is
based on a try-out of the goods comparable with a try-out of
goods in a store. You have the possibility to avoid your
obligation to pay damages for the use of goods when do not use
goods as your own property and avoid all behaviour decreasing
the worth of goods.
All
goods which can be shipped in a parcel have to be dispatched
on SK Cooperativa cost. All goods which can not be shipped in
a parcel will be picked up by SK Cooperativa.
Obligations
of payment restitutions shall be settled within a period of 30
days. The expiration of this time limit starts in your case
after dispatch of the declaration of revocation or of goods,
in our case after their reception.
The
above provision does not include software products opened by
the customer or products downloaded to a data carrier of the
buyer.
In
order to be able to reverse the delivery as fast a possible,
we request that you advise us in advance and be given a return
number even if the return is based on the exercise of your
right of revocation.
§
6 Period of Delivery
-
The
commencement of our period of delivery presupposes
clarification of all technical details with the ordering
party. Delivery deadlines and services shall only be
deemed to be agreed with the customer on a binding basis,
if they have been expressly confirmed by us as binding in
writing or by e-mail.
-
Compliance
with our duty to perform presupposes the timely and proper
fulfilment of obligations by the other contracting party.
-
Should
we be in default of delivery, we shall only be liable for
damages caused by gross negligence or wilful intent on our
part.
-
In
case of default, the other contracting party shall be
entitled to withdraw from the contract provided that it
has unsuccessfully fixed a time limit for us to render the
performance along with a warning of refusal in the event
that such time limit is not met.
-
In
case of default in acceptance, we may claim from the other
contracting party compensation for damages incurred by us,
including extra expenses. Should the ordering party be in
default of acceptance it shall bear the risk of accidental
destruction and accidental deterioration of the object
purchased.
-
We
shall be entitled to render part performances or make part
deliveries at any time.
§
7 Risk Transfer
If
the buyer is a company, the risk of accidental destruction and
accidental deterioration of the merchandise shall pass to the
buyer as soon as the merchandise is handed over.
If
the merchandise purchased is shipped, the risk of accidental
destruction and accidental deterioration shall pass to the
buyer as soon as the merchandise is delivered to the
forwarding agent, carrier or any person appointed for shipping
the merchandise, provided that the buyer is a company.
§
8 Warranty
-
The
other contracting party may assert warranty claims
provided that it has duly complied with its obligation to
examine and complain according to commercial code. The
ordering party shall be obligated to complain in writing
about apparent defects within eight days of receipt of the
merchandise (the date of receipt of the written complaint
by us shall be decisive). Any complaint received later
will only be accepted if the ordering party furnishes
proof to the effect that it was impossible or unacceptable
in the due course of business to make the complaint
earlier. The full onus of proof concerning any and all
requirements to be met for asserting the claim, notably
the defect itself, the date of identifying the defect and
the timeliness of the complaint shall be on the ordering
company.
-
Where
we are answerable for a defect of the merchandise
delivered, the other contracting party’s right shall be
confined to subsequent performance. At our election such
subsequent performance shall either consist of rectifying
the defect or delivery of a substitute item.
-
In
the event that subsequent performance fails, the other
contracting party shall be reserved the right either to
reduce the purchase price or withdraw from the contract.
Subsequent performance shall be deemed to have failed if
we are unwilling or unable to rectify the defect/make
substitute delivery or if rectification/substitute
delivery is delayed beyond adequate time limits for
reasons which we are answerable for or if attempts at
rectification have failed twice. More extensive claims of
the other contracting party, no matter on which legal
grounds, shall be excluded.
-
If
we have negligently breached a cardinal or material
contractual duty, the obligation to provide compensation
is limited to the damage typically foreseeable under the
contract.
-
The
warranty period shall be one year for companies and 2
years for consumers, calculated from the date on which the
risk has passed. This period is subject to statutory
limitation and shall also apply to claims for compensation
in respect of damage consequential to a defect unless tort
claims are asserted.
-
Unless
provided for otherwise below, more extensive claims on the
part of the ordering party – no matter on which legal
grounds – shall be ruled out. Therefore, we shall not be
liable for damages other than those occurring on the item
delivered itself; in particular we shall not be liable for
profits lost or any other pecuniary losses of the ordering
party.
-
The
above release from liability shall not apply where the
damage is based on intent or gross negligence. However,
the obligation to compensate shall be limited to the
foreseeable damage.
-
If
the buyer is a company, it shall, as a matter of principle,
only be the product specification that is deemed to have
been agreed with regard to the quality of the merchandise.
Any additional public statements, praises or advertising
shall not represent a contractual warranty of quality.
§
9 Total Liability
-
To
the extent that our liability for compensation of damages
is excluded or limited pursuant to § 7, the same shall
apply to any and all claims on account of culpa in
contrahendo, infringement of collateral duties (positive
violation of contractual duty), in particular to claims
under manufacturer's liability.
-
Claims
specified in §§ 1, 4 Product Liability Law shall remain
unaffected by the provision of paragraph 1 above.
-
If
we breach duties by ordinary negligence, our liability
shall be limited to the direct average damage typically
foreseeable under the contract for the type of merchandise
concerned.
-
Vis-à-vis
companies we shall not be liable for violating immaterial
contractual duties by ordinary negligence.
-
Wherever
our liability is excluded or limited, this shall also be
true for the personal liability of our employees, staff
members, associates, representatives and vicarious agents.
§
10 Reservation of Title
-
If
the other contracting party is a company, the merchandise
shall remain our property until full payment of all
outstanding claims or claims still arising from the
business relationship with the ordering party no matter of
which type or on which legal basis. In case of a current
account, the title so reserved shall be deemed to secure
the account balance receivable.
-
When
entering into contracts with consumers, we shall reserve
title to the merchandise pending full payment of the
purchase price.
-
In
the event of the other contracting party’s default in
payment or any other conduct in breach of the contract, we
shall additionally be entitled to take the merchandise
back. If we take the merchandise back in such cases, we
shall not withdraw from the sales contract by so doing.
Withdrawal requires an explicit written declaration.
-
After
taking back the merchandise, we shall be authorised to
exploit it; the proceeds from such exploitation –
deducting reasonable related costs – shall be credited
against the ordering party’s liabilities.
-
In
case of attachment or any other type of third-party
intervention, the ordering party shall draw attention to
our title and notify us without delay to give us the
opportunity to file a claim according to Code of Civil
Procedure. If the third party is not in a position to
reimburse us for the judicial and extra-judicial costs,
the ordering party shall be liable for the loss suffered
by us.
-
The
other contracting party shall be entitled to resell the
object purchased in the proper course of business. However,
to secure our purchase price claim, it already now assigns
to us in an amount equalling that of the final invoice all
claims arising in its favour from such resale against the
purchaser or third parties. Even after such assignment,
the ordering party shall continue to be entitled to
collect the amount receivable. We may collect the amount
receivable if the ordering party is in default with regard
to its payment obligations towards us or if the ordering
party is insolvent or has applied for the opening of
bankruptcy proceedings. In such a case, the ordering party
shall be obligated to notify us of the claims assigned and
their debtors, to furnish all particulars required for
collection, to hand over pertinent records and to advice
the debtors (third parties) of the assignment.
-
We
undertake to release the security owed to us at the
ordering party’s request to the extent that the value of
our security exceeds the claims to be secured by more than
20%; the selection of the type of security to be released
shall be incumbent upon us.
§
11 Licensing Rights if Software is Purchased
In
respect of software produced by SK Cooperativa itself,
Copyright Law and the provisions of the respective license
agreement shall apply. You agree to the license agreement by
installing the software. No copies of software or
documentations must be made unless this is expressly permitted.
In
particular the following terms shall apply:
Updates
/ Upgrades - If you are owner of SK Cooperativa software
products, which qualify you to update or to upgrade to another
product or a product bundle, the qualifying licence of your
software product will expire by accepting the following
contractual conditions. You are no longer allowed to sell or
to transfer the qualifying licenses separately. Any qualifying
product can be used once only to contract an update or an
upgrade offer.
Products
including Software and Hardware - Products which include
Software and Hardware are only allowed to be resold /
transferred combined under the terms of this Agreement.
Bundles
- Product Bundles (Hardware–Software-Bundles /
Software-Software-Bundles) are only allowed to be resold /
transferred combined under the terms of this Agreement.
NFR
(Not For Resale) products - Any products by SK Cooperativa,
labelled or otherwise provided to you as a NFR (Not For
Resale) copy, may only be used for demonstration, testing and
evaluation purposes and may neither be resold or transferred,
nor used as a product which qualifies you to update or upgrade
offers.
EDU
(Educational ) products - Any products by SK Cooperativa,
labelled or otherwise provided to you as a EDU (Educational)
version, may only be used by eligible educational end users (students,
faculty, staff and administration attending and/or working at
an educational institutional facility (private/public schools,
colleges, universities etc.) EDU versions are not allowed to
be resold or transferred.
Hardware
profiles - SK Cooperativa grants you, the non-exclusive right
to use the Licensed software and hardware on one single
computer only (i.e. one CPU) at one single place. If this
single computer is connected to a multi-user system, this
License shall apply to all users of the system. You may
personally use the licensed software or hardware temporarily
on another computer, on condition that the said software and
hardware is normally used regularly on one particular
computer.
§
12 Venue / Place of Fulfilment
-
If
our customer is a merchant within the meaning of the
Commercial Code, venue and place of fulfilment shall be
deemed to be Catania. However, we shall also be entitled
to bring an action against the ordering party at its place
of residence or business seat
-
Italian
law shall exclusively apply.
§
13 Data Protection
The
order is handled by means of automatic data processing. By
placing an order, you expressly consent to the processing of
the data made known to us within the scope of contractual
relations and necessary for handling the order. You also agree
that SK Cooperativa may, for business purposes, pass on the
data received from you as part of the business relationship to
third parties inside or outside the European Union (such as
our USA fulfillment center), observing the Italian Law, unless
you object to such passing on of your non-personal data in
writing.
§
14 Applicable Law
All
contracts made with us are governed by the law of Italy to the
exclusion of the Uniform Law on the International Sale of
Goods and the Uniform Law on the Formation of Contracts for
the International Sale of Goods. Unless agreed otherwise, the
language of the contract shall be Italian. |
