Alkè general sales conditions
Contents
1. codes of the Products the prices of the Products terms of payment and any other element necessary for the Buyer to draft and submit the purchase order The Quotations of the Products issued by ALKE will be valid for 30 thirty days from the issuance except for any extension of the validity of the Quotations by ALKE An ALKE Quotation will be considered irrevocable only if qualified as such by ALKE in writing On the basis of the Products Quotation the Buyer will transmit to ALKE the Products purchase order The Products purchase order shall be considered valid only if transmitted by the Buyer to ALKE in written form and compliant with the Products Quotation sent by ALKE If the Buyer possesses ALKE s official price lists the Buyer shall be entitled to transmit the Products purchase order to ALKE even in absence of a previous ALKE s communication of the Quotation In this particular case the purchase order shall contain details about the Products codes quantities and any other information necessary and useful to the definition of the purchase order The Products purchase order will become binding for ALKE with the consequent perfection of the sale and purchase agreement of the Products between the Buyer and ALKE following the issuance by ALKE of the relevant order confirmation in writing in the form of a pro forma invoice or in any other written form such as e mail fax etc For confirming the purchase order2. delivered to the Buyer Components replaced during the warranty period are of ALKE s ownership and shall be returned to the latter within 30 thirty days from replacement The warranty does not include and cover components of Products that turned out to be non conform because of e fire accident or theft e wrong use or negligence or inexperience in using the Product e overload of the Product with respect to the parameters indicated in the user s manual e use of the Product in particularly hard driving conditions for example torn roads streets covered with snow the approaching of curbs road humps and pavements in high speed imbalanced loads vertical overload on the towing attachment very high number of daily stop amp go etc e reparations or replacements carried out on the Product by unauthorized staff e installation of non original replacing components or of replacing components of quality not equal to the original e alterations tampering and or modifications carried out on the Product that change the original technical characteristics including the installation of non original accessorises e use of unsuitable fuel e incorrect power supply electric overload or sudden changes in the power voltage while the Products batteries are charging e chemical products transported by the air deposits resins coming from the trees debris in the street stones gravel etc salt hailstones flooding windstorms bird
3. ALKE shall be automatically entitled to charge interests on late payments adding to the legal interest rate calculated on daily basis and for each day of delay additional 8 eight points as well as to suspend the performance of existing orders or to terminate the contract as set forth in article 14 The Buyer shall be obliged to entirely pay the price of the Products also in case of claim or litigation The set off with credits originated in whatsoever manner towards ALKE if any is not allowed 12 INVOICES The invoices are deemed to be entirely accepted if not rejected within 5 five days from their receipt 13 PRICE LISTS The prices indicated in the price lists may be subject to variations due to market needs or to variations of the cost of raw materials without any www alke com i lt high performance utility vehicles advance notice to the Buyer Prices variations shall not apply to the purchase orders already accepted by ALKE according to article 2 of the General Conditions 14 ALK S RIGHT TO SUSPEND THE PERFORMANCE OF THE ORDER AND TO TERMINATE THE CONTRACT ALK reserves the right to suspend or cancel the performance of the order even if the latter has been confirmed or to render the delivery of the Products subject to advance payment in full of the price and of any other sum that may be due or to presentation of adequate guarantees should there be any failure or delay in compliance by the Buyer ei
4. ALKE shall be entitled to ask the Buyer to pay an amount not less than 30 thirty per cent of the Products price as a deposit or down payment The deposit or the down payment will be attributed to the price payment in case the Buyer fulfils the obligations while it will be kept as a penalty in case of non fulfilment of the obligations save in any case for the compensation of further damages ALKE suffered because of Buyer s non fulfilment Any amendment of the Products purchase order shall be received by ALKE within 24 twenty four hours from the moment the order was transmitted to ALKE s sales departments Once this term has expired ALKE will not accept any modification of the purchase order The Products purchase order shall always contain the relevant Product s standard or special code number of each Product the latter as indicated in the relevant Product s Quotation issued by ALKE or in the official ALKE s price lists As far as the Products supplied are concerned ALKE shall not be liable for the non compliance of the same Products to Buyer s expectations if this is originated by Buyer s errors or inaccuracies in indicating the codes of Products ordered ALKE reserves the non disputable right to perform on the Products in any moment and without notice all amendments deemed appropriate for the manufacturing and qualitative improvement as well as for improving the Products performance www alke com li lt hi
5. General sales conditions Rev 130917ENG 1 PREMISES These general sales conditions from now on General Conditions govern the sale between ALKE S r l from now on ALKE and the client from now on Buyer of the vehicles manufactured by or on behalf of ALKE from now on Products and distinguished by ALKE s trademarks from now on Trademarks which General Conditions nullify and replace entirely the general conditions of purchase drafted by the Buyer if any and prevail on the provisions of the purchase order and of the order confirmation if conflicting Any modification addition waiver and annulment of the General Conditions must be exclusively agreed between ALKE and the Buyer in written form and expressly accepted by ALKE The adhesion to the General Conditions as well as all contracts and the successive behaviours of the parties which are governed by these General Conditions except if agreed otherwise in written form do not entail the conferment of any exclusivity right to the Buyer nor the establishment of any of the following relations distributorship franchising commission agency or similar with or without representation 2 QUOTATION AND INVITATION TO MAKE AN OFFER PURCHASE ORDER ORDER CONFIRMATION AND PERFECTION At the request of the Buyer ALKE will transmit to the Buyer the quotation of the Products and the invitation to make an offer from now n Quotation containing the
6. agreed that the court of exclusive jurisdiction shall be that of Padova These General Conditions and contracts executed by the Buyer and ALKE shall be subject wholly and exclusively to Italian law The applicability of the Vienna Convention 1980 on the International Sale of Goods is hereby expressly excluded www alke com alk high performance utility vehicles Page 4 4
7. ation activity must have been performed by ALKE s authorized staff using only the original spare parts or those suggested by ALKE In addition to the above general provisions the following particular provisions shall apply a In the case of direct sale of the Product to a Buyer who happens to be also the final user of the Product for aims inherent to business commercial hand craft or professional activity carried out by the Buyer the reparation and the replacement of the faulty components if any will be carried out by ALKE in its plant or in a service centre indicated by ALKE In this case the Buyer shall transport the Product by itself and at its own expenses to ALKE s plant or to service centre indicated by ALKE In the latter case ALKE will ship the replacing components to the indicated service centre free of charge except for the case that the service centre is located in a place considered by the main shipping companies isolated or remote in which case the Buyer shall be charged with additional shipping costs applied by the shipping companies for the shipment of the components in those area The costs of the labour for the reparation or replacement by ALKE or by the service centre of the faulty component will not be separately charged If the Buyer does not intend to avail itself of the support provided by ALKE s service centres ALK will ship the replacing components to Buyer s address free of charge except for the ca
8. ation for damages or indemnities nor ground for claiming liability of ALKE for direct or indirect damages originated by delays in deliveries or for any other reason except for ALKE s gross negligence or malice If the Buyer refuses to accept the delivery of all the Products or just part of them in the delivery place as defined according to Incoterms 2010 within the terms communicated by ALKE the latter shall be entitled to at its sole undisputable choice ask the performance of the contract or terminate totally or partially the contract keeping the deposit or the down payment referred to in article 2 The ALKE s right for compensation for damages suffered by ALKE shall be safe Any liability of ALKE for any risk and expenses originated by or inherent to in whatsoever manner to the stock of the Products is expressly excluded 5 RETENTION OF TITLE It is expressly agreed that the Products supplied shall remain in the exclusive ownership of ALKE until the complete and full payment by the Buyer of all debts arising from the execution of the sale and purchase agreement and or of any other contract effective between the parties if any including interests on late payments and the costs incurred by ALKE for the compulsory credit recovery The Buyer must notify ALKE immediately of any actions of seizure attachment or of any other measure requested by a third part on the Products subject to the retention of title That notification shall
9. be done in such time to allow ALKE to claim towards the third party its right on those Products save for Buyer s liability towards ALKE if the action of the third party compromises ALKE s right on the Products In the event of becoming subject to bankruptcy or insolvency proceedings or in the event of contract termination according to article 14 the Buyer undertakes to allow ALKE to enter Buyer s premises and to take possession of the Products subject to the retention of title without any previous notice and all the expenses connected to the withdrawal of the Products shall be borne by the Buyer The Buyer shall refrain from any activity or behaviour that may hinder ALKE to identify the Products that are of ALKE s ownership by virtue of the retention of title and shall execute all insurance policies necessary to keep ALKE harmless from possible damages to the Products and or third parties Any ALKE s delay in exercising its rights arising from this article 5 shall in no event be considered and interpreted as a waiver of these rights in favour of the Buyer 6 PACKAGING In absence of instructions and specifications by the Buyer in the purchase order the packaging of the Products will be performed by ALKE at its own discretion in the most appropriate way and without additional costs charges In the event of specific requests by the Buyer with regard to the packaging the packaging of the Products not corresponding to the standard packagi
10. ces any other legal or conventional warranty and excludes any other ALKE s liability towards the Buyer For this reason no charge or compensation for damages may be claimed by the Buyer towards ALKE for loss of profits for any other direct or indirect damage suffered due to Products defects This exclusion of liability shall not be effective in case of ALKE s malice or gross negligence Furthermore ALKE declines any liability for damages that may arise directly or indirectly to people things and animals because of Buyer s failure to comply with the instructions of the user s manual 10 VALUE OF THE CATALOGUES Characteristics quality materials colours and other figurative data displayed in the catalogues prospects newsletters advertisements illustrations price lists and every other ALKE s illustrative document as well as characteristics of the models sent by ALKE to the Buyer are to be qualified merely as approximate information and not subject of the warranty according to article 1497 of the Italian Civil Code 11 PRICES AND PAYMENT TERMS The Products prices are those indicated in the Quotation and in absence of the latter those indicated in the price list effective at the moment the Buyer submitted the purchase order as successively confirmed in the order confirmation Payment terms are those agreed by the parties in accordance with article 2 and indicated in the invoice Upon expiry of the agreed deadlines
11. engines brushes replacement Warranty shall not be valid and hence shall lose any effectiveness in case of tampering of the odometer or of any other control units of the Products carried out directly or indirectly by the Buyer with malice negligence and inexperience with the aim of impeding the exact determination of the kilometres run or of the real working hours of the Products and as a consequence the real and effective maintenance activity carried out on the Product For the warranty to be valid and effective all of the following conditions shall be fulfilled e the Buyer must have reported the defect of the Products to ALKE within 10 ten days from its discovery sending the warranty application form available at the following web address www alke com warranty correctly filled in and signed accompanied by the relevant supporting photographic or video material clearly showing the Product s defect and if expressly asked by ALKE also the faulty component at Buyer s expenses e the Buyer must have been using the Product according to the indications contained in the user s manual and in any case according to the use the Product itself was designed and built for e the Buyer must have been carrying out the scheduled maintenance activities of the Product service according to ALKE s instructions contained in the user s manual and must have been keeping all the relevant necessary documents e every maintenance and repar
12. excrements lightning and other weather conditions riots and wars e damages due to the use or transportation of abrasive or aggressive products as well as chemical corrosive substances e effects due to water contamination or corrosion originating from total or partial immersion in the water Warranty does not include and does not cover except if it proven that it is a defect in workmanship the following events discoloration fading of textiles and plastics breaking of glasses and crystals regulation of the limber geometry pneumatic tires balance brake discs wear and brake pads wear shock absorbers wear The present warranty neither includes and covers checking and maintenance of the Products Scheduled checking and maintenance activities also called service carried out in the warranty period shall be at Buyer s expenses as well as any other checking and maintenance activity due to wear accident driving and driving conditions which do not conform to the indications set forth in the user s manual Maintenance activities include for example but not limited to checking carried out on the engine regulations liquids and filters replacement www alke com alk high performance utility vehicles lubrication cleaning spark plugs and fuses replacement screen wiper s brushes replacement auxiliary belts replacement brake pads replacement brake shoes replacement clutch s friction material replacement and electric
13. gh performance utility vehicles 3 SUSPENSION OR CANCELLATION OF AN ORDER BY THE BUYER In the event of the suspension or cancellation by the Buyer of the Products purchase order the latter shall be charged as penalty with the expenses incurred by ALKE for the performance of the order which expenses shall be calculated in proportion to the status of performance of the order plus an amount equal to 10 ten percent of the difference between the total amount of the order cancelled or suspended and the amount of the expenses first mentioned safe for the compensation of further damages suffered by ALKE because of this non fulfilment If the Buyer paid an amount as deposit or down payment ALK as a penalty for the suspension or cancellation of an order will keep the deposit or down payment safe for the compensation of further damages suffered by ALKE because of this suspension or cancellation 4 DELIVERY TERMS Delivery terms indicated in the Quotations in the purchase order in the order confirmation or elsewhere are not of essence but only approximate For this reason ALK is entitled to reasonably anticipate or postpone the delivery of all the Products or just part of them and this shall not constitute ground for the Buyer to cancel the order to ask for the total or partial termination of the sale and purchase contract and or of any other supply contract existing between the parties if any nor claim towards ALKE the compens
14. internal charts according to the activity performed In addition to the warranty provided for in this article 8 to the benefit of the reseller ALKE plans to grant a direct warranty towards end users not consumers to whom the reseller sold directly the Products In the latter event the reparation and replacement of defective components of Products shall be performed by the reseller from whom the user has purchased the Products being understood that all claims towards ALKE and relating to these warranty interventions shall be made according to this article 8 being the right of recourse expressly excluded ALKE may grant to the reseller an extension of the warranty period for maximum 30 thirty days in respect to what is specified in paragraphs i and ii of article 8 in the event the reseller puts the Products temporarily in stock before the resale to final users In order to obtain the extension of warranty the reseller shall send to ALKE within 15 fifteen days from its issuance copy of the invoice or other document having tax validity in which the purchase date of the Products by the user is shown After the expiry of the warranty period all expenses necessary labour and components to perform warranty interventions on behalf of ALKE ex general conditions of warranty for end users not consumers shall be borne exclusively by the reseller 9 EXCLUSION OF LIABILITY The warranty set forth in article 8 here above absorbs and repla
15. ng ALKE shall be charged on a Page 1 4 General sales conditions Rev 130917ENG actual cost basis incurred by ALK Save for malice or gross negligence of ALK in no event and for no reason ALK shall be liable for direct or indirect damage arising from the choice of the packaging 7 TRANSPORT AND SHIPMENTS Unless otherwise agreed by the Buyer and ALK and confirmed by ALK in writing the Products will be delivered Ex Works Incoterms 2010 ALK s plant in Padua In case of terms of delivery belonging to group C or to group D of Incoterms 2010 and in absence of specific Buyer s written instructions in the purchase order the shipment shall be performed with the transport mean deemed most appropriate and by charging the cost in the invoice and this shall not entitle to complaints 8 WARRANTY ALKE warrants that the Products are free from defects in material or in assembling due to ALKE s actions or omissions for a period of 12 twelve months or of 1 000 one thousand working hours or of 15 000 fifteen thousand kilometres run depending on which condition occurs first starting from the delivery of the Product to the Buyer The warranty includes the sole reparation or replacement at ALKE s unquestionable choice of the Products components that turned out to be faulty Reparation or replacement activities if any do not extend the original warranty duration which always runs from the date the Product was
16. s for serial defects shall provide the utmost level of cooperation to ALKE and comply to any initiative ALKE decides to undertake Should ALKE decide to withdraw the Products from the market the Buyer shall be entitled to obtain the replacement of the Products or alternatively the reimbursement of the price already paid In no event shall ALKE be liable for compensation of any other direct or indirect damage such as but not limited to loss of profit and loss of image commercial reputation 16 INDUSTRIAL PROPERTY RIGHTS The adhesion to the General Conditions as well as all contracts and successive behaviour governed by these General Conditions except if agreed otherwise in written form do not grant the Buyer the right to use in any form the industrial property rights owned by or licensed to ALKE Any reproduction or use of the Trademarks or of any other distinguishing sign put by ALKE on the Products is strictly forbidden save if previously authorized in writing by ALKE It is also strictly forbidden for the Buyer to remove cancel or alter the Trademarks labels or distinguishing signs from the Products as well as to put on the Products new trademarks labels or any symbol of whatsoever nature 17 PROCESSING OF PERSONAL DATA The data of the Buyer collected through the issuance of the purchase order will be kept in the database of ALKE Data Controller and may be used not only for executing the contract or other obligations pro
17. se that Buyer s address is located in a place considered by the main shipping companies isolated or remote in which case the Buyer shall be charged with additional shipping costs applied by the shipping companies for the shipment of the components in those area In the latter event the Buyer will not be reimbursed for labour costs incurred for the reparation or replacement of the faulty Product s component being the labour solely on Buyer s expenses b Inthe case of direct sale of the Product to a Buyer who happens to be also a reseller the following terms and conditions shall apply For the duration of the warranty ALKE will ship the replacing components to the reseller free of charge except for the case that resellers plant is located in a place considered by the main shipping companies isolated or remote in which case the reseller shall be charged with additional shipping costs applied by the shipping companies for the shipment of the components in those area The cost of the labour for the reparation or replacement of the Product s faulty component shall be borne by the reseller except in the case the reseller is required to perform warranty Page 2 4 General sales conditions Rev 130917ENG interventions on the Products purchased by the final users mentioned above in point a in which case ALKE will refund the reseller of the labour costs for warranty interventions Those costs will be valued on the basis of ALKE s
18. ther with regard to previous orders or to the order in question ALKE will also be entitled to proceed as above in the event of a change in the person of the Buyer in its company structure or situation in its financial or property situation or in its commercial image as well as in the event of protests executive or precautionary proceedings suspension difficulties or delays in fulfilling third party obligations and in any case should the Buyer be found to be in a state of insolvency or subject to composition procedures All deliveries of Products suspended and or conditioned for grounds referred to in this paragraph will be deferred until a first useful date for ALKE subsequent to the cessation of the situation that determined the suspension of the performance of the order and or to the fulfilment of the condition Should the situation that determined the suspension of the performance of the order and or of the non fulfilment of the condition last for a period longer than six 6 months the ALKE shall be entitled to declare the total o partial termination of the contract Any delay by ALKE in exercising its rights under this article 14 shall not be interpreted as a waiver of them in favour of the Buyer 15 PRODUCTS TRACEABILITY AND RECALL In the event of resale by the Buyer of the Products to a third party the Buyer shall guarantee a full traceability of Products and in case of procedures of mandatory and or voluntary recall of Product
19. vided for by the law such as accounting obligations but also for commercial purposes such as sending advertising material or commercial offers The consent to the processing of data is mandatory for the purpose of executing the contract and other obligations set forth by law while it is optional in all other cases The communication of the data will occur exclusively within the company group of ALKE and the relevant subsidiaries or affiliated companies In any case the Buyer shall be always entitled a to know about the existence of the processing of his personal data b to know the place in which the data are kept c to obtain from the Data Controller confirmation as to whether or not personal data concerning him exist and the communication of such data and of their source as well as the Page 3 4 General sales conditions Rev 130917ENG ground and purpose justifying collection and recording of the data d to have them erased made them anonymous or stop the use or object to their processing in all or in part for lawful reason 18 INTERPRETATION In case of any discrepancies between the Italian and the English version of the General Conditions the Italian version will prevail 19 EXCLUSIVE JURISDICTION AND APPLICABLE LAW For any dispute that may arise between the Buyer and ALK both with reference to the General Conditions and to each contract executed between said parties also of extra contractual nature it is hereby
Download Pdf Manuals
Related Search