TERMS AND CONDITIONS
1.1. The Seller is SEMATIC. “SEMATIC” means:
-Sematic UK Ltd
-Sematic Hungaria Kft
-Sematic Singapore Pte Ltd
-Sematic Hong Kong Ltd
-Sematic Elevator Products (Changshu) Co. Ltd
1.2. Through the present website SEMATIC promote the sale of its products at the following Terms and Conditions, acting in its own commercial and business activities.
1.3. The Buyer is the individual professional or the corporate business entity who, on the conclusion of the contract, exercises its commercial professional function.
1.4. The Sale Contract is the agreement related to the items offers on sale by SEMATIC via the present website, that is going to be signed under and following the Terms and Conditions between the Seller and the Buyer.
2. General Terms
2.1. This document named Terms and Conditions governs the commercial and business relationship between the Seller and the Buyer and it must be considered integral and essential part of the sales contract that is going to be signed.
2.2. For all our deliveries and services the Terms and Conditions shall apply. Diverting conditions of sales of the Customer shall not become – even in case of acceptance of the order – part of the contract between SEMATIC and the Customer.
2.3. In absence of a different agreement, the contract is concluded by the acknowledgment of the order in written form by SEMATIC. Secondary agreements and amendments as well as telephone or verbal additions shall require SEMATIC’s written or electronic confirmation.
3. Sales agreement
3.1. The contract to be signed is relating to the items offered on sale by SEMATIC through this website and also to other products “extra-catalog”, in relation to which the Buyer may forward a specific request to the Seller;
3.2. The Buyer is aware that all the information provided, and in particular the products pictures, are of general nature and have got informative purposes and they may differ from the reality.
3.3. SEMATIC offers to the Buyer its products displayed on the virtual catalog: the display of the products allow the Buyer to know product’s details (i.e. price and brief description) and corresponds to an invitation to offer;
3.4. The contract is to be considered finalized whenever the Buyer has got awareness about the order's acceptance, by the receipt of the “confirmation e-mail”;
3.5. The contract is to be considered finalized at Seller legal headquarter – registered office;
4. Conclusion of the contract
4.1. The Buyer may display SEMATIC products by visiting the website and, if interested in one or more of them, he may send to the Seller a purchase proposal under the following conditions;
4.2. Firstly the Buyer has to register by filling in the form in the section Contact Us / Creating a new account: the registration procedure is governed by the Terms and Conditions –Section 8.4;
4.3. Once logged-in the Buyer may select one or more SEMATIC products adding it/them to Cart by click on “Add to Cart” button.
4.4. Afterwards the Buyer may display the resume page, which shown the items selected, their prices, delivery terms and methods of payment and send to the Seller a purchase proposal by click on the “Submit” button;
4.5. The purchase proposal is intended to be a contract proposal to the Seller;
4.6. To submit successfully the purchase proposal the Buyer has to accept Terms and Conditions by ticking on the relative checkbox above: only with express acceptance of the Terms and Conditions the proposal will be forwarded;
4.7. The submit of the purchase proposal doesn’t bind the Seller until the Seller’s acceptance;
4.8. After receiving the purchase proposal the Seller will put it under verification process: the Buyer is informed through a “taking in charge e-mail” that the proposal has been taken in charge and that the Seller is going to verify the availability of the demanded products, the Buyer data, the shipping terms and methods of payment. The minimum amount of order is fixed in 100€ (shipping costs and delivery duties excluded);
4.9. Once the verification process has been completed the Seller will send to the Buyer an “order confirmation e-mail”: only in this moment the contract is to be considered concluded;
5. Prices, methods of payment and delivery
5.1. The prices displayed on the website are understood ex warehouse (EX WORKS) of the manufacturing plant packaging and loading included, however transport costs are excluded. The prices do not include value added tax, duties and other taxes which shall be added thereto;
5.2. Unless otherwise agreed, payment is to be made without any deduction and free of charge for SEMATIC as soon as the Customer is notified that the main parts are ready for shipment;
5.3. The Seller accepts only the following method of payment: bank transfer;
5.4. The Buyer will be notified about time of delivery through the “order confirmation e-mail”. The time of delivery therein is not to be considered as essential time but, differently, it shall be appreciated as approximative: any delays in delivery do not entitle to penalty and/or to any compensation for direct and indirect damages, neither they allow the Buyer to terminate the contract;
5.5. If the shipment is delayed at the request of the Customer or by circumstances for which the Customer is responsible the costs of delay shall be debited to the Customer. In these cases SEMATIC shall be entitled to store the items to be delivered at the expense and risk of the Customer with third parties or at the works of SEMATIC. SEMATIC shall also, however, be entitled to set the customer an appropriate period of time to accept delivery and upon the fruitless lapse thereof, otherwise dispose of the item to be delivered;
5.6. The Costumer shall not be entitled to rescind the contract due to delays in delivery for which SEMATIC is not responsible. SEMATIC shall be entitled to demand that the Customer state in writing within a reasonable time limit whether it plans to rescind the contract or insists on delivery. If the Costumer fails to declare its intention within the reasonable time limit set for doing so, it must set SEMATIC another reasonable time limit in writing for the delivery of the goods. The Customer may only rescind the contract after the time limit has expired and SEMATIC has not delivered the goods;
6. Warranties and Liability
6.1. The warranty provided by the Seller, related to the purchases forwarded through this website, is only the legal one issued in sales between professionals ( Business 2 Business ) and follows the applicable national and European rules.
6.2. It starts from the date of the delivery and is applicable as long as the product is used properly, respecting its intended use and as indicated by the Seller;
6.3. All claims in relation to a defect shall become barred inside one year as from delivery of the item. However with regards to specific items SEMATIC reserves its right to extend the period of guarantee which shall be two years with regards to engines and three years with regards to controllers for automatic lift doors unless agreed otherwise in writing. Any guarantee shall be excluded for the delivery of used items;
6.4. The Costumer shall be obliged to carefully inspect the items delivered without delay after their delivery. This shall also apply if SEMATIC delivers them to a third party at the instruction of the Costumer. The items delivered shall be considered as approved, if a defect which a careful inspection would have revealed, is not reported to SEMATIC without delay. If the defect was not obvious upon careful inspection, the period for reporting it (in writing) in due time shall begin on the day it is discovered. If a defect is discovered prior to the use of the items delivered, particularly prior to their being integrated into other goods, the Costumer must desist from any further use which would hinder or make it impossible to later inspect the items and find the defect or which would hinder or make it impossible to remedy the defect or which would hinder or make it impossible to return the defective items to SEMATIC in connection with its supplementary performance obligations or which could cause damage to the items delivered;
6.5. SEMATIC shall not be liable for defects that only insignificantly diminish the value or the suitability of the item and is not responsible for non-substantial dissimilarity of the product in reference to the pictures, drawings, details of weights and measurement displayed on the website, that shall only be deemed approximate, unless they are explicitly designated as binding or unless SEMATIC explicitly guarantee certain properties;
6.6. No guarantee shall be given for damages derived from the following grounds and unless SEMATIC is responsible for them: inapt or unprofessional use, defective assembly and/or putting into service by the Customer or any third party, natural wear-and-tear, faulty or negligent treatment, improper maintenance or working means, unsuitable operating resources, substitute materials, poor construction work, unsuitable construction ground, chemical, electrochemical or electrical impact;
6.7. No guarantee shall be given for third-party products, unless for the claims to which SEMATIC is entitled vis-à-vis the Seller of the Third-party products;
6.8. SEMATIC shall not be liable for any incidental or consequential damages for any breach of warranty, namely transport costs in connection with a replacement of an item or any other costs, claims or damages related thereto. The same shall apply if the item delivered should not comply with the content of the order;
6.9. In the case of alterations of any nature to the delivered item that can limit the safety of persons, animals and objects, SEMATIC’s declarations of conformity and manufacturer’s declarations shall no longer apply. Said declarations shall only apply for the delivered item in an unmodified state;
6.10. Claims against SEMATIC shall not exist if damages are attributable to alterations of the delivered item or if damages were caused by products used in conjunction with doors of SEMATIC but not manufactured by SEMATIC;
6.11. Except for intentional fraud and/or gross negligence SEMATIC is not responsible for direct and/or indirect damages, pecuniary and non-pecuniary losses, lost profits, costs due to an unwary use of the website and for products’ faults and/or defects. The Seller is responsible only for foreseeable damages or in case of non-fulfilment of the contract;
6.12. The Costumer will release, hold harmless, indemnify, and defend SEMATIC, its present and future officers, directors, officials, employees, agents, subsidiaries, affiliates, successors and assigns, from and against any liability (including without limitation liability for negligence or strict liability), demands, claims, fines, penalties, forfeitures, losses, damages, suits and costs, regardless of the basis of liability or legal principle involved, which any or all of them may suffer, incur, be responsible for or pay as a result of or caused by default of the Costumer, its employees or agents.
7. Intellectual Property
7.1. SEMATIC reserves its property and intellectual property rights with respect to pictures, models, cost estimates, drawings and the like, physical and non-physical information – even in electronic form: they must not be made accessible to third parties;
7.2. It’s forbidden to copy, sell, borrow or share in other way the pictures displayed in the website without SEMATIC permission. Any infringement is indictable following the applicable rules;
8. Use of the website
8.1. The user must enjoy the website in compliance with public order, morality and applicable laws. The User cannot use this website to disclose unlawful, harassing, defamatory, abusive, threatening, vulgar, obscene or otherwise objectionable material; neither to transmit any material that encourages conduct that is contrary to the current laws, codes of conduct or similar; he mustn’t
interfere with or in any way impair or limit networks or websites connected to the Site or introduce on personal websites or commercial link to the site without SEMATIC authorization;
8.2. The User visits SEMATIC shop-on-line at his own charge: the provision of a net device and web connection costs are on his expense. SEMATIC is not responsible for any interruption of the service that may occur;
8.3. The User has to assure himself a safe navigation, for example by adopting antivirus and firewall and avoiding the download of dangerous or unsafe elements. The User must pay attention to links which may be present in the website, for which the Seller is not responsible; the User may click on the links at his own risk;
9. Applicable laws. Competent and jurisdiction
9.1.1. The sales agreement to be signed will follow italian rules and in particular Civil Code laws applicable to sales between professionals ( Business 2 Business );
9.1.2. The jurisdiction and competence for any claims and/or disputes that may occur has been established in Bergamo Court;
Last update: 9th of February 2016