Ordering info

E-mail: sales AT vdsrail.com

General sales conditions

Contents

1. General

Sales and suppliers to be made by VDS Rail s.r.l. (hereinafter the Seller) shall be governed by these General Terms and Conditions of sale except as otherwise expressly agreed in the corresponding offer or acceptance of order constituting the particular terms and conditions thereof. Other terms and conditions, which have not been expressly accepted by VDS Rail s.r.l., shall therefore have no legal force or effect.

The Buyer shall be deemed to have notice of these General Terms and conditions from the time when the Buyer receives an offer from the Seller enclosing them. If the buyer has previously received them in the course of its commercial relationship with the Seller they shall alternatively be deemed to have been notified and in this event accepted by the Buyer for all purposes when placing an order.

2. Intellectual Property

Intellectual property rights in the offer and information accompanying the same and in the equipment covered by the supply as well as the elements, drawings, plans, software etc. incorporated into or relating thereto shall remain with the Seller or the suppliers thereof. Use of the foregoing by the Buyer for purposes other than fulfilling the order and the copying thereof in whole or part or transfer of use to third parties without the prior express consent of the Seller is expressly prohibited.

The use of software and firmware on other hardware is expressly prohibited. The following is also prohibited: reverse engineering, software pirating (use of the software and firmware on other products, copying or extracting the software or firmware etc.).

3. Formalizing orders and scope of supply

The scope of supply shall be clearly specified on the Buyer's order.

To be effective, the order must be expressly accepted (by written) by the Seller.

The supply only includes the equipment and materials covered by the order, except in cases where the Buyer's order, which has been accepted by the Seller, expressly includes documentation, information, support or additional services.

Weights, dimensions, capacities, technical specification and configurations relating to Seller's products included in the catalogues, leaflets, prospectus and technical literature shall not be binding but for guidance only, except in cases where the Seller accepts firm specification from the Buyer, which must form part of the order documentation.

Modification and/or variation in the scope of the order to be valid, must be expressly accepted by the Seller in writing.

4. Prices

Prices of the suppliers are net and do not include V.A.T. or any tax, levy or duty which shall be charged subsequently in the invoice at the corresponding rate. Unless otherwise specified in the order or by agreement between the Buyer and the Seller as a result of their commercial relationship, supply prices do not include transport, loading or insurance and shall be deemed to be ExWorks (Incoterms 2000) of the Seller. These prices shall only be valid for ordering the whole of the materials specified in the offer.

In case of offers made prior to order, offer prices shall valid for one(1) month and be deemed fixed during this period on the payment terms specified in the offer, unless the offered supply consist of imported equipment subject to variation in exchange rates or payment of duties or levies, in which event, the offer price shall be adjusted on the basis of such variation.

Prices set out in the offer shall be on the payment terms specified in the offer. If these payments terms are modified, the offer prices shall be subject to revision.

After acceptance by the Seller of the order, the supply prices shall be deemed fixed and not subject to revision. A price readjustment shall apply however when:

  • A price revision has been agreed between the Buyer and the Seller
  • The delivery or acceptance period has been delayed for reasons directly attributable to the Buyer
  • The Scope of the supply has been modified at the request of the Buyer
  • If prices have been quoted in currency other than Euro, variation in exchange rate between the currency and the Euro from the date of the order to the date of delivery shall result in an adjustment in the sale price.

5. Payment Terms

The Seller's offer or, if none, the Buyer's order accepted by the Seller shall include payment terms of the supply. Advance payment upon notification of order readiness shall be applied unless specified in the offer or agreed by the parties.

Payment terms previously specified in the context of continuing commercial relationship between Buyer and Seller my also be used. Payments shall be made on the agreed terms in the Seller's bank account or by other agreed procedure without any deduction being taken for cash discounts, bank charges, exchange costs, taxes, levies, custom, fees, import and export charges, etc. All bank charges shall be assumed by the Buyer.

If delivery, assembly or commissioning or reception of the supply is delayed for reasons not attributable to the Seller, the said payment terms shall remain applicable.

In the event of delay in payment by the Buyer, the latter shall pay late payments interests to the Seller without demand as from the date payment falls due, calculated by applying an interest rate for the period of delay at the 0,3% per week. Payment of such interest shall not exonerate the Buyer from making the remaining payments on the agreed terms.

If the Buyer delays in making the agreed payment, the Seller may suspend supplies or services associated therewith without prejudice to its entitlement to demand that the Buyer make the delayed payments and to claim additional compensation as appropriate for such hold-up in supply or agreed services.

If the Buyer makes a claim, the same shall not entitle the Buyer to suspend or make any deduction from agreed payment.

6. Delivery period and terms

The delivery period shall apply to placing the materials in the location and condition set out in the acceptance of the order. If the delivery location is not specified, therein the supply shall be deemed to be ExWorks of the Seller. The Seller shall not be bound by the delivery period if the Buyer has not strictly complied with the appropriate payment schedule.

The delivery period shall be modified if:

  • The Buyer does not deliver the documentation (or equipment) required for the supply on time
  • The Buyer requests modifications to the order which are accepted by the Seller and which, in the view of the Seller, require and extension of the delivery period
  • Work or equipment is required by the Buyer or its sub-contractor in order to carry out the supply and the same has not been carried time in good time
  • The Buyer is in breach of any contractual order obligation, particularly in relation to payments
  • Delays occur in the production or availability of all or any of the supply elements for reasons not directly attributable to the Seller: for example but not way of limitation the same shall include the following grounds for delay: supplier, transport or service strikes, shortcoming in third parties suppliers or transport systems, flooding, storm, riot, strikes, stoppage by employees of the Seller or its sub-contractors, sabotage, accidental shut-down at Seller's plant as a result of breakdown, etc

Extensions of delivery period in a), b), c) and d) above, shall not result in any modification to the supply payment scheduling.

7. Packaging and Transport

Unless previously agreed with the Buyer, transport, including loading and unloading, shall be at the cost, risk and account of the Buyer and the Seller shall not therefore accepted any claim for damage or short supply and the Buyer shall bear the said risks.

If the equipment is ready for supply or alternatively awaiting agreed tests and the Buyer does not remove the same or reach agreement with the Seller for storage at its premises on agreed terms, the cost of storage, as assessed by the Seller, shall be borne by the Buyer, who shall also bear all risk in relation to material stored.

8. Inspection and acceptance of deliveries

Unless otherwise specified in the order, the Seller shall carry out inspection prior to shipment. Any additional testing required by the Buyer must be specified in the order, detailing the applicable standards and the location and organization, as the case may be, for carrying out such testing. Such additional testing must be approved by the Seller and carried out of account by the Buyer.

On receipt of the supply, the Buyer should verify the contents thereof within a maximum period of 15 days from the receipt, to check for possible defects and/or faults which may be attributable to the Seller, and give immediate notice thereof to the Seller of such defects and/or faults.

If the supply reveals defects and/or faults attributable to the Seller, the latter shall take necessary steps to eliminate them.

Unless reception tests are specified in the order on dated and conditions agreed between the Seller and the Buyer, then unless within 15 days from receipt of the supply by the Buyer, the Seller has received written notice of any defects or faults, it shall be deemed that the supply has been accepted and any warranty period shall begin to run from that time.

It shall deemed for all purposes that the Buyer has accepted the supply if after reception tests are agreed, the same is not carried out within the period specified for reasons not attributable to the Seller, or if the Buyer begins to use the supply.

The Buyer is cognizant of the fact that the Seller does not maintain any stocks of replacement parts unless this has been specifically agreed upon.

9. Return Materials, claims

The Seller shall in no event accepted return of materials, except on prior agreement with the Buyer. The Buyer shall have a period of 15 days from the receipt of the supply to notify the Seller of its intention to return the same and the reasons therefore, and agreed with the Seller, as the case may be, the procedure from return. Claims by the Buyer against the Seller must in any event be in writing and certified.

Returns or shipment of materials to the premises of the Seller, whether for crediting, replacement or repair, must always be carriage paid.

In case of defects and/or faults attributable to the Seller, the latter decide to if repair or substitute the supply. In case of repair the Seller decide to repair the supply at its facilities or customer facilities. In any case the Buyer is not allowed to make any modification/repair of the supply without prior written notice by the Seller.

In event of return because of error in the order or other reasons not attributable to the sellers, 30% of the net price of the material returned shall be charges by way of share in cost of checking and conditioning.

The Seller shall likewise not accept returns of products designed and manufactured specifically for the order.

10. Warranties

Unless otherwise stipulated in the offer or ordered acceptance, the Seller warrants the product supplied in relation to defective materials, manufacture and assembly for a period of 12 months as from the date of receipt, whether explicit )on successfully completing the reception tests agreed between the Seller and the Buyer and sending written acceptance of supply) or tacit (15 days after forwarding to the Buyer without written notice to the Seller indicating dissatisfaction) or 6 months from the date on which notice is given that the supply is available from shipment, whichever occurs first.

The warranty period can be extended to a maximum of 24 months at request and expense of the Buyer. The costs will be notice to the customer prior request of extension of warranty. The order has to expressly request and extension of warranty, whereupon this is stated in the confirmation of order.

The Warranty described above consists of repair or replacement (at the election of the Seller) of the items, which are acknowledged to be defective, either as a result of material, manufacturing or assembly defects. Repairs shall be carried out at the workshop of the Seller. Dismantling, packaging, loading, transport, custom duties, etc. arising for forwarding the defective materials to Seller's workshop shall be for account of the Buyer. The Seller may nevertheless agree with the Buyer to carry out repair and replacement of defective items at premises of the Buyer.

The repair of replacement of defective element of the supply shall not vary date of commencement of the warranty period for the supply as a whole, which shall be as indicated above. The item repaired or replaced shall however be warrant for 6 months as from the repair or replacement thereof.

The Seller in no event be responsible for repairs carried out by persons outside its organization.

The Warranty shall exclude damage or effects due to wear and tear through normal use of the equipment. The warranty shall further exclude and shall be deemed to have expired in respect of: damage and effects caused by unsuitable preservation or maintenance or incorrect or negligent handling or storage, abusive use, misuse, use of unsuitable liquids, grasses, flow, pressure, defective assembly, variation in electricity supply quality (voltage, frequency, disruption, etc. outside specification), modification to the supply without approval of the Seller, installation carried out or subsequently modified without abiding by the technical product instructions or any reason in general not attributable to the Seller.

Should the guarantee mentioned in subsection above consist of replacement which, for reasons of urgency, must be performed immediately, then the Buyer undertakes to return to the Seller the faulty part or component in a term no longer than 15 days from the date on which the part or component for replacement is delivered. Should the faulty part or component not be returned to the Seller, the Seller have the right to invoice the part or component delivered for replacement.

All request for guarantee shall include the following data:

  • Type of part and/or component
  • Code number of the part
  • Serial number of the part
  • Type of module where the part is installed (if any)
  • Code number of module where the part is installed (if any)
  • Serial number of module where the part is installed (if any)
  • Date on which the equipment has been delivered
  • Description of failure

11. Limitation of Liability

The Seller shall in no event be liable for indirect or consequential loss or damage which may arise as a result of the supply including, for the purpose of illustration but not limited to, loss of production, loss of profit, capital cost, the sots of shut-down, breakdown or shut-down of equipment supplied or other equipment, damage or action affecting equipment, systems, buildings, vehicles of the Buyer or third parties, employment and environmental accidents or incidents, etc.

The total liability of the Seller pursuant to the supply shall be limited to the value of the supply-giving rise to claim.

In case of warranty the Buyer shall in no event be entitled to claim for compensation for any incidental, special, indirect or consequential damage whatsoever which does not arise directly in the items delivered as such, this including but not being limited to damages for loss of non-realized business, profits, business interruption, production down times, loss of use, installation and removal of components, loss of business information, loss of business, non-realized savings, interest losses, or any other pecuniary loss, as well as any and all other incidental, special, indirect or consequential damage.

The Seller only warrants the characteristics of the products pursuant to the scope of supply and does not assume any warranty for the suitability or fitness of its products in the Buyers or third party system environment. The Buyer, and it only, is responsible for integrating the products in its system environment.

12. Export restriction

Some products supplied by the Seller may be subject to export control regulation. For this reasons items supplied to the Buyer shall not be exported directly or indirectly by the Buyer or third parties without prior written consent of the Seller. The Buyer shall be responsible for compliance with this requirement.

13. Arbitration

The parties shall in all cases attempt to resolve matters and disputes which may arise between them on an amicable basis. In the extreme case that is impossible to reach as amicable agreement in respect of some matter, the same shall be submitted to arbitration in equity in accordance with the rules of arbitration and the parties hereby undertake to abide by any award made.

14. Governing Law

All legal relations between the parties hereto shall be governed and interpreted in accordance with Italian laws.

Copyright 2016 © VDS Rail – All rights reserved.
Certified email: vdsrail@legalmail.it
VAT: IT01678370485 - Share capital: 99.000€ fully paid
Registered office VDS Rail Srl Via Arno, 23-25, 50019 Sesto Fiorentino (FI) Italy.