Picov

General Terms and Conditions of Sale and Supply of Picov srl Registered Office in Viale delle Nazioni, 10 37135 Verona (VR)

1. Commencement and Scope of Application.
1.1 With effect from 12 September 2022, all sales of goods and deliveries made by Picov srl will be subject exclusively to these General Terms and Conditions of Sale and Supply (hereinafter referred to as "the GTCS"), insofar as they are not modified by specific individual written agreements.
1.2 General terms and conditions of the contracting party that contradict these GTC shall only apply insofar as Picov srl expressly approves them in writing. The following General Terms and Conditions of Business apply to all sales of goods and supplies performed by Picov srl, insofar as the wording of the order confirmation does not include different provisions or insofar as different provisions have not been agreed in writing by the parties on an individual contractual basis.
1.3 Picov srl reserves the right to amend these GTC at any time.

2. Price List and Offers
2.1 Price information and other terms and conditions displayed in catalogues, brochures and price lists merely represent invitations to submit offers; they are limited in time in accordance with the information printed below and can be changed without prior notification once this period has expired.
2.2 The validity of our offers is limited to 10 (ten) days from the date of the offer, unless otherwise agreed upon in writing between the parties.
2.3 Offers are only applicable to the respective recipients.

3. Prices and order volumes.
3.1 Delivery and sales prices are shown incoterms EXW in Euro, unless otherwise agreed. The statutory VAT shall be added to the prices, if applicable, as well as any statutory taxes, charges and fees.
3.2 Orders received by the contractual partner are subject to the prices and conditions valid on the day the order is registered.

4. Payment.
4.1 Payments shall be made within 10-30 (ten- thirty) days from the invoice date. Cheques are only considered received when they have been credited.
4.2 Picov srl does not accept bills of exchange or other methods of payment.
4.3 Picov srl may demand advance payment or an irrevocable guarantee at any time or may insist on other payment procedures. The resulting costs shall be borne by the contracting party.
4.4 Picov srl shall be entitled to refuse delivery if it becomes apparent after conclusion of the contract that its right to payment for delivery is endangered by the inability of the contractual partner to pay. This right to refuse performance may be waived if payment is made or if the contracting party provides adequate collateral. Picov srl shall be entitled to impose a reasonable deadline on the contracting party by which the contracting party must either perform the payment simultaneously with the delivery or provide collateral for the delivery. Following the unsuccessful expiry of the deadline, Picov srl shall be authorised to rescind the contract without delay, without this having any compensatory consequences for Picov srl.

5. Default of payment and collection.
5.1 Upon expiry of the payment period specified in paragraph 4.1, the contracting party shall be considered to be in default. In this case, default interest of 8 per cent per annum shall be due, in addition to reimbursement of the costs incurred in collecting the arrears, including legal and court costs.

5.2 The default of the contracting party authorises Corag Doo to suspend all current and future supplies of any kind, to withdraw from the contract, to demand the return of the products supplied or, following written notification, to withdraw these products with immediate effect, to rescind any legal agreement without further formalities and to claim compensation for further losses.

6. Scope of delivery, expiry of delivery, partial deliveries and return of packaging.
6.1 The products are CE DVI-certified if required by our suppliers.
6.2 The products have previously been subjected to standard tests that ensure normal function. For further tests that go beyond standard tests, Picov srl shall demand cover the additional costs.
6.3 Independently of the causes, the contracting party shall not acquire any claims against Picov srl arising from delays or non-delivery.
6.4 The information provided by Picov srl regarding the weight and dimensions of the products merely represent approximate values. Until the moment of delivery our company shall not be responsible for these values.
6.5 Picov srl reserves the right to fulfil orders even partially. For each supply, even partial, a regular invoice shall be issued, including transport costs.

7. Transport.
7.1 The goods shall be supplied according to the terms and conditions agreed in the offer.
7.2 Transport may be carried out at the expense of the contracting party or at the expense of Picov srl.
7.3 The party performing the transport is responsible for both the transport and the transport documents, means of transport and transport routes.
7.4 If the transport is carried out by Picov srl our company, the costs shall be charged on the invoice as a lump sum in accordance with the offer.
7.5 The party performing the transport shall be responsible for insuring the transport. Where explicitly agreed in the offer, Picov srl assures transport in Italy, the EU and countries outside the EU, except for countries for which special conditions apply (so-called sanction countries).

8. Transfer of risk and compliance with control regulations.
8.1 The risk of destruction, loss of or damage to the goods shall be transferred to the contracting party as soon as the goods have been taken out for transport/shipment. If for any possible reason the goods are returned to Picov srl then the risk and liability shall be retained by the contracting party until they have been received by Picov srl.
8.2 Insofar as the relevant applicable law does not stipulate otherwise, the contracting party shall in any case be exclusively responsible for observing all regulations and formalities for export, import, transit and control.

9. Checks and notification of defects
9.1 The contracting party shall inspect the products (quality and quantity) at its own expense.
9.2 In the case of visible defects, the contractual partner must notify Picov srl in writing without delay after receipt of the products, at the latest within 10 (ten) days after receipt of the goods, describing the defects in detail. Transport damage and shortages in the delivery shall be reported immediately in writing to the haulage company and the forwarding agent.
9.3 Hidden defects shall be reported in writing immediately after their discovery, at the latest within 10 (ten) days after discovery, describing the defects in detail.
9.4 If the contractual partner fails to draw up the correct notice of defects, then the product shall be deemed to have been approved without reservation.
9.5 In the case of defective goods, Picov srl may, at its own discretion, replace the goods or refuse to perform if this involves disproportionate costs.
9.6 Claims made by the contractual partner as a result of defects are excluded in the case of minor material defects.

10. Force majeure, contractual impediments
10.1 Force majeure of any kind, unforeseeable interruptions in operation, transport or delivery, fire damage, flooding, unforeseeable shortages of fuel, energy, raw or auxiliary materials, legal strikes, legal lockouts official orders or measures or other impediments for which the party owing performance is not responsible, which delay or prevent production, dispatch, delivery or acceptance or make them unreasonable, shall release our company from the obligation to perform the delivery or acceptance for the duration and scope of the inconvenience. This shall also apply if circumstances occur regarding suppliers.
10.2 Nor shall Picov srl be held liable for the above circumstances if they occur during an already existing condition of non-performance. If delivery or acceptance is delayed by more than 8 (eight) weeks as a result of the inconvenience, then both parties are entitled to withdraw, subject to written notice to the other party.

11. Warranty.
11.1 Picov srl guarantees that its products are free from material and manufacturing defects.
11.2 The warranty period is 12 (twelve) months. The guarantee period begins with the date of delivery of the goods.
11.3 Consumables, such as medical tips, have a limited service life in consideration of use. For this reason, the guarantee is excluded for natural wear and tear or improper use.
11.4 No warranty replacement shall be made for damage that is not reported by the customer as transport damage immediately after receipt of the goods.
11.5 In the event of replacement, the guarantee shall not be interrupted, but the original guarantee period shall continue.
11.6 The party shall lose its rights:
a) for damage resulting from improper installation, storage or use of the product.
b) if the damage was caused by the impact of force majeure (e.g. accident);
c) if the products or parts thereof are not adjusted, modified, repaired or overhauled by us or by specialists authorised by us.
d) if the customer is unable to provide the batch number and purchase documents.
11.7 Any party asserting a warranty claim shall be obliged to prove that the product defect was caused by material or production defects.
11.8 If the contracting party claims a guarantee right, then it must provide Picov srl with a copy of the invoice and the transport document and notify us of the product purchased, its batch number, the date of dispatch and the nature of the problem. Once all this has been done, the instructions given by Picov srl for the settlement of the matter must be observed. In addition, the following provisions shall apply:
a) If the product is to be returned to Picov srl the contracting party is responsible for the proper packaging of the product, bears the risk during transport and assumes the costs involved.
b) Picov srl will not accept any return that does not contain a copy of the original invoice and without prior authorisation to return the product. The product return authorisation number must be clearly specified on the packaging and transport documents. All costs resulting from actions taken unilaterally by the contracting party shall be borne by the contracting party.
c) If products or parts thereof have been exposed to radioactive, microbiological or other contamination, then this must be declared accordingly and these products or parts must be decontaminated before being returned. If this has not been done properly, then Picov srl may - at the expense of the contracting party - return these products or these parts or may decontaminate them itself: in this case the contracting party shall also be obliged to bear all further damages.

12. Liability.
12.1 Liability on the part of Picov srl - regardless of the legal basis on which it is claimed - can only be established if the loss was caused by the breach of an essential contractual obligation or is attributable to gross negligence or wilful intent on the part of our company and we are not liable in cases of slight negligence.
12.2 To the extent that the liability of Picov srl is excluded or limited, this also applies to the personal liability of its employees, representatives, vicarious agents or other possible substitutes.
12.3 Picov srl is not responsible for the consequences of incorrect use nor for defects which are based on the incorrect use of the products or caused by transport.
12.4 Any material or legal guarantee or warranty with regard to losses of any kind (e.g. direct and indirect losses) which exceed the warranty and liability provisions will be excluded - to the extent permitted by law. Picov srl shall not assume any liability that its products are suitable for the intended purpose of the contracting party.
12.5 The contracting party is obliged to ensure that the legal obligations are fulfilled before the goods sold by Picov srl abroad are put into service.

13. Withdrawal and compensation in lieu of performance
13.1 If Picov srl fails to provide a due performance, or if Picov srl fails to provide this in accordance with the contractual provisions, then the contracting party shall have the right to withdraw from the agreement.
13.2 If Picov srl has still not provided the service within the time limit set by the order imposed by the contracting party, or has not provided this service in accordance with the contractual provisions, then Picov srl may request the contracting party to declare, within a reasonable time limit, whether it still insists on providing the service. Picov srl shall not be obliged to provide the service before the contracting party has communicated its decision.
13.3 In any case withdrawal may not be communicated later than 60 days after receipt of the order.

14. Orders and return shipments of incorrectly ordered goods
14.1 Picov srl requires the following information for orders:
1. Customer number (in the case of existing customers);
2. Names of the company and the person in charge;
3. Telephone and fax numbers of the ordering party
4. Order date and order number;
5. Product designations and product numbers
6. Quantity;
7. Prices;
8. Billing address and delivery address;
9. Additional information, e.g. regarding delivery details or partial deliveries.
10. Acceptance of the Privacy Conditions.
14.2 Returns of goods will not be accepted for reasons other than errors committed by Picov srl or faults in the goods.

15. Restrictions on use.
15.1 The products supplied by Corag Doo must be used by specially trained personnel and on compatible machinery.

16. Intellectual Property.
16.1 Any intellectual property (such as, for example, registered trademarks or company designations) shall be retained by Picov srl
16.2 The contracting party may not use the intellectual property of Picov srl without the prior written permission of Picov srl. The use of advertising material of Picov srl remains reserved.
16.3 Should third parties claim that their intellectual property is infringed by products of Picov srl then the contracting party must inform Picov srl of this fact without delay in writing. The contracting party shall assist Picov srl in defending itself against such claims to the best of its ability and in accordance with the instructions of Picov srl. Picov srl shall not be liable to the contracting party for any damages resulting from such alleged or actual breaches.
16.4 Should the contracting party ascertain a possible infringement of Picov srl intellectual property, then it must inform Picov srl of this fact without delay in writing and must assist Picov srl in safeguarding its rights to the best of its ability and in accordance with Picov srl instructions.
16.5 The contracting party guarantees that the manufacture of products in accordance with the specifications, drawings, instructions or technical data stipulated by the contracting party will not cause Picov srl to infringe any intellectual property rights. It shall be fully liable for all consequences resulting from any alleged or actual infringement.

17. Confidentiality.
17.1 The contracting party shall - even after the end of the business relationship - treat all details of its business relationship with Picov srl, as well as its trade secrets, in strict confidence. It shall also impose this obligation on its managers, employees and legally involved third parties. Offers made by Picov srl shall also be deemed to be of a confidential nature. Any breach of this obligation shall entitle Picov srl to claim compensation and to withdraw from the legal agreement with immediate effect.

18. Reservation of Ownership.
18.1 Ownership of all products sold shall be retained by Picov srl until Picov srl has received the full sales piece.
18.2 The contracting party shall treat all goods subject to retention of title with due care. It is obliged to insure the goods subject to retention of title adequately at its own expense against fire, water or theft damage for their new value and shall assign in advance to Picov srl its claims for compensation arising from these insurance agreements.

19. Place of Performance.
19.1 The place of performance for all obligations of the contracting parties is Verona 37135, Viale delle Nazioni 10, Italy.

20. Miscellaneous Provisions.
20.1 All agreements between Picov srl and the contracting party regarding the execution of sales of the goods must be made in writing in order to be valid (validity requirement).
20.2 The waiver of the written form requirement shall only be valid in writing.
20.3 The contracting party may not transfer his claims against Picov srl to third parties.
20.4 Picov srl may use the services of third parties in order to fulfil its obligations.
20.5 Communications must be addressed to Picov srl Viale delle Nazioni, 10 a 37135 Verona (VR) Italia.
20.6 Picov srl reserves the text in Italian and Italian Law with the Court Foro Verona.