NECTO GROUP S.r.L., Italian company with head office in 35127 Padova Z.I., via Canada, 8, telefax +39.049.8791002 – e-mail firstname.lastname@example.org (“Necto Group”), sales electronic and electromechanical components, it being expressly pointed out that in no case Necto Group shall be considered as the producer of the electronic and electromechanical components sold. Any and all the contractual relations with Necto Group shall be governed by the following conditions whose purpose, pursuant to article 1341 of the Italian Civil Code, is to equally regulate any and all the contracts with Necto Group. These “general conditions” shall be considered as entered into force, singularly and as a whole, when the Client subscribes for acceptance these general conditions or whenever the Client places an order, of which these general conditions are an integral and essential part. In no event shall any general conditions of any nature inserted and/or specified in the Client’s forms and/or in other documents sent to Necto Group by the Client, and/or of which Necto Group Srl was made aware in any manner whatsoever, apply to this agreement and/or to any other supply of products by Necto Group. The Client, as a consequence thereof, accepts Necto Group general conditions, included those provided by article 1341, II comma of the Italian Civil Code, and expressly waives to any of his conditions of purchase, singularly and as a whole. Any further change and/or amendment related to specific aspects of this general conditions shall be binding and valid only if accepted in writing by Necto Group.
1.1. Orders. All and any order of the Client shall be in writing, submitted by fax or e-mail, at Necto Group office in Padova, via Canada, 8. The Contract shall be considered as entered into force in the moment in which the order, duly filled in each part, is received by Necto Group. It is expressly agreed that Necto Group, at its own discretion, could refuse the order by giving notice of the refusal to the Client within 5 (five) days as of the receipt of the relevant order. The order confirmation sent by Necto Group will in no case postpone the moment of conclusion of the contract, which is expressly fixed in the moment in which the Client sends the order to Necto Group by writing. As a consequence thereof, after the receipt of the order, Necto Group shall be free to perform the contract without any further communication and/or confirmation, being the contract effective in the moment in which the Client places the order, as provided before. Necto Group shall inform the Client in writing of any modification. In this case, the contract shall enter into force only upon transmission of written acceptance of the said modification by the Client. Any order cancellation and/or contract termination notice shall be transmitted in writing to Necto Group and shall be considered as refused, unless expressly authorized in writing by Necto Group within 5 days as of its receipt, except what is provided by paragraph 6 (returned goods) of these general conditions. The minimum accepted value of each order is € 250,00 (Euro two hundred and fifty).
Minimum supplied volume. The minimum monthly supply order accepted for orders to be processed in Italy amounts to € 250.00 (two hundred and fifty Euros), for orders to be processed outside the Italian territory amounts to € 500.00 (five hundred Euros).
Necto reserves the right to accept monthly supply orders for lower amounts, applying to each order a surcharge of € 25.00 as management costs, plus VAT if due.
1.2. Offers. Offers shall be effective for a period of 30 (thirty ) calendar days as of their receipt by the Client, unless otherwise provided. After expiration of the said term without prorogation by Necto Group, the offer shall be deemed as revoked and, in any case, no effective. Any and all the terms and conditions of the offer shall be binding for the Client (such as, without limiting the generality of the foregoing, quantity, prices, discounts, exchange rate, terms of payment, technical specifications and details) and shall be considered accepted without reservation upon transmission of the order, according to paragraph 1 of these general conditions.
1.3. Place of execution of the contract. In order to determine the place of execution of the contract, the head office of Necto Group is in Padova, via Canada, 8. To all intent and purposes of art. 1182 (Place of conclusion of the contract) and 1510 (place of delivery) of the Italian Civil Code, the place of delivery of the products shall in any case be at Necto Group premises in Padova, via Canada, 8, unless otherwise specified in writing by Necto Group.
2.1. Delivery. The terms of delivery of the products shall refer to the date in which the products are in Necto Group premises in Padova, via Canada, 8, at the Client’s disposal. In case of unascertained products, the goods shall be considered ascertained in the moment in which they are at disposal of Necto Group, by delivery at this latter’s warehouse, and as a consequence thereof, at the Client’s disposal, except for what is provided under the followingparagraph 7.1 (retention of title). The Client, except for what is provided under the following paragraph 2.2 (shipment), shall collect the products in the moment in which they are at its disposal in Necto Group warehouse, according to the terms set forth in the offer or according to the instructions given by Necto Group at the moment of the delivery. If the Client delays the collection of the products, Necto Group, without prejudice of any other claim for damages, shall apply a penalty of Euro 100,00 (one hundred) for any week of delay, as a consideration for the use of Necto Group spaces. Any request concerning a postponement of the date of collection shall be transmitted in writing to Necto Group at least 10 (ten) days before the date of collection indicated in the offer and/or in the order and shall be considered as refused, unless expressly authorized in writing by Necto Group within 3 (three) days as of their receipt. The terms of delivery shall always be considered as roughly set forth and in no case shall they be deemed as of essence. In case of delay in the delivery of the Products caused by a fortuitous event, force majeure or other causes not depending on Necto Group’s willful misconduct and/or gross negligence, the Client shall not be entitled to claim a compensation for damages, nor to ask for the termination of the agreement and/or the reduction of the price.
2.2. Shipment. The products are sold Ex Works Necto Group head office, unless agreed in writing that Necto Group provides transportation and delivery of the products. Pursuant to article 1510, comma 2, of the Italian Civil Code, if the parties agree a place of delivery different from Necto Group’s premises, Necto Group shall fulfill such obligation by putting the products at disposal of the haulier chosen by the Client. The Client shall bear all the shipment expenses. In the absence of precise instructions by the Client, Necto Group will carry out shipment at its own discretion, using the means considered most suitable, being it clear that in any case the shipment will be at the Client’s risk and expenses.
2.3. Payment. The price of the Products shall be paid by the Client as per the terms and ways of payment specified in the offer. The Client shall pay according to the agreed terms even in case of late delivery, for whatever reason not depending on Necto Group, or in case of damage or loss occurred during the shipment of the products pursuant to paragraph 2.2. The Client shall pay even if the products are lately or not collected by the Client, without prejudice to the penalty due for late collection according to paragraph 2.1 above. Should the Client fail to timely pay the products, Necto Group shall be entitled to cancel or suspend the delivery of the products, also on the basis of other contractual relationship, pursuant and according to articles 1460 e 1461 of the Italian Civil Code. Pursuant to art. 1186 of the Italian Civil Code, in case of payment by installments, Necto Group expressly reserves the right to claim the full payment of the outstanding credit whenever the Client fails to timely pay or reduces its guarantees or does not provide the guarantees agreed. Pursuant to article 1382 of the Italian Civil Code, in any case of non-fulfillment or delay, Necto Group shall be entitled to a penalty in the amount of 1/20 of the value of the supply for any week of delay, without prejudice to Necto Group’s right to claim default interest, legal fees and any other claim for further damages.
2.4. Packaging. The quantity of products in each package is indicated by Necto Group s.r.l. in the catalogues, in the quotation, in the offer or in other equivalent documents. If the order is made for a quantity of products that does not match the quantity of products indicated in each package or a multiple of it, Necto Group s.r.l. reserves the right to accept the order applying, by way of management costs, the lump sum of € 25.00 for each package, plus VAT, if due.
3.1. Termination clause. Pursuant to article 1456 of the Italian Civil Code, should the Client fail to pay the products according to the terms agreed, Necto Group will be entitled to forthwith terminate the contract.
4.1. SCOPE OF APPLICATION.
Necto Group S.r.L., hereby grants exclusively the following guarantee, for the products and the periods specified therein
- All strip led products with nominal power < 15W/mt. and dimmer/converter under SELV (<56V DC)
- 5 Years (at a maximum burning time of 4,000 hours per year)
- 5 Years (at a maximum burning time of 4,000 hours per year and a maximum of 10 switching cycles per day)
- All strip led products with nominal power> 15 W / mt and dimmer/rele higer selv (>56V DC)
- 3 Years (at a maximum burning time of 4,000 hours per year and a maximum of 10 switching cycles per day)
4.1.2. Guarantee beneficiaries are exclusively entrepreneurs within the meaning of art. 2082 of the Italian Civil Code who have purchased a guarantee product after february 1st 2020 and during the effective period of these Guarantee Conditions within Countries of the European Union (“Guarantee Territory”) provided that the purchase was made for commercial purposes or purposes of self-employed occupational activity (e.g. commercial use, commercial resale or commercial installation at third parties).
One guarantee case regarding the same guarantee product can only be asserted once by one guarantee beneficiary in the sales chain.
4.2. SUBJECT OF THE GUARANTEE.
4.2.1. Necto Group S.r.L. guarantees, in accordance with the provisions of these guarantee conditions, that the respective guarantee product is free from manufacturing and material defects.
4.2.2. The guarantee shall exclusively apply to the original guarantee product delivered in its packaging and original accessories included in the original packaging (if any). The guarantee does not include used products and any included batteries or accumulators.
4.2.3. A guarantee claim shall only be valid if the guarantee product at all times has been operated within the permissible specifications according to the product data sheet and has been installed, put into operation and utilized in accordance with the installation and operating instructions.
4.2.4. The guarantee period commences on the date of purchase by the guarantee beneficiary.
4.3. EXCLUSIONS OF THE GUARANTEE CLAIM.
Guarantee claims shall especially, without limitation, be excluded in the following cases:
a) merely negligible and insignificant damage or defects of the guarantee product;
b) expiration of the usual lifetime of the guarantee product and/or product-related usual reduction in luminous flux of the guarantee product within manufacturer specifications;
c) product-related usual changes in light color of the guarantee product;
d) natural wear and tear of the guarantee product;
e) improper or unsuitable use of the guarantee product, damage or defects caused by the guarantee beneficiary or by a third party;
f) operation of the guarantee product in inadmissible or inappropriate operating environments (e.g. excessive humidity, heat, cold or dust or corrosive environments, exceeding of permissible temperature limits, switching cycle sorvoltage values or due to deficient supply network quality);
g) insofar as the guarantee product has been modified, repaired or used in combination with products or software without Necto’s prior express written consent;
h) unforeseeable events of force majeure outside of the sphere of influence of Necto Group for which Necto Group is not responsible.
4.4. GUARANTEE BENEFIT.
4.4.1. The guarantee benefit shall be granted to the guarantee beneficiary to the extent that
a) a manufacturing or material defect has occurred within the guarantee period and the other claim prerequisites are fulfilled,
b) there are no grounds for exclusion as per art. 3 and
c) the guarantee beneficiary has duly asserted the guarantee claim.
To assert a guarantee claim, the guarantee beneficiary must submit the following to Necto before expiration of the guarantee period:
(i) complaint containing at least the following information:
– Company name / first name, last name and postal address of the guarantee beneficiary;
– product details of the guarantee product (product name, product number / product identity code (IC), purchased quantity, claimed quantity);
– reason for complaint;
(ii) a copy of the original invoice for the guarantee product.
The processing of the guarantee claim and the granting of the guarantee benefit will be carried out by Necto.
Submission must be in writing by registered letter with acknowledgment of receipt to Necto. Submission by e-mail, Internet, telephone or fax is not possible.
4.4.2. In each guarantee case, Necto Group – Iot Light reserves the right to demand the return of the defective guarantee product. In this case, the defective guarantee product must be returned in full, sufficiently stamped and in break-proof packaging by post.
4.4.3. The guarantee benefit consists exclusively in the provision of a replacement product free of charge.
4.4.4. In case of replacement delivery, Necto reserves the right to provide a different equivalent replacement product of the same kind the features, specifications and design of which may differ from the guarantee product. The replacement product will exclusively be shipped within the Guarantee Territory.
4.4.5. Not included in the guarantee claim and the guarantee benefit are in particular, without limitation, the following:
a) repair of the guarantee product;
b) reimbursement of the costs of returning the defective guarantee product;
c) reimbursement of installation, dismantling, transport, labor, planning, project management or material costs or costs of fault tracing;
d) other claims for damages or reimbursement of expenses (e.g. for transport or consequential damages or lost profit).
4.4.6. Necto reserves the right to examine the validity of the guarantee claim in each guarantee case.
4.4.7. Unless there are technical problems of special difficulty, the guarantee beneficiary will usually receive the guarantee benefit within one month after the guarantee claim has been duly asserted.
4.4.8. The granting of the guarantee benefit does not extend or renew the original guarantee period.
4.5. APPLICABLE LAW, PLACE OF JURISDICTION
5.5.1. These Guarantee Conditions shall exclusively be governed by the Italian law under exclusion of the UN sales law (CISG) and the provisions of international private law.
5.5.2. The exclusive place of jurisdiction for any and all disputes arising from or in connection with these Guarantee Conditions shall be Padova, Italy.
4.6. CHANGING OF THE GUARANTEE CONDITIONS.
Necto Group reserves the right to change or amend these Guarantee Conditions, at any time in its sole discretion with effect for the future.
5.1. Warranty. Pursuant to art. 1490 of the Italian Civil Code, Necto Group guarantees that the Products will be free from vices and defects, Necto Group guarantees the correct functioning of the products sold under the terms provided by art. 1512 of the Italian Civil Code.
5.2. Claims/complaints – loss of warranty. Subject to the loss of warranty, the Client shall notify to Necto Group any vices and/or defects of the product regarding quantity, kind and type within and not later than 8 (eight) days as of the date of the actual delivery. Any complaint regarding the quality of the products shall be notified to Necto Group in writing within and not later than 8 (eight) days as of the date of the relevant discovery. The Client shall notify in writing, at the head office of Necto Group, any vices and/or defects found within and not later than 8 (eight) days as of the date of the relevant discovery, pursuant to article 1495 of the Italian Civil Code. Subject to the loss of warranty, the Client shall in any case refrain from any repair, alteration and/or modification of the products. Necto Group shall no consider claims regarding modified and/or altered products. Subject to refusal and/or loss of warranty, the complaint shall indicate the traceability code and/or all the details of the delivery note. In no event shall any vices and/or defects of the Products give the Client the right to suspend the relevant payments. Any claim and/or complaint regarding a lot of product does not exempt the Client from the obligation to collect the other products within the terms and conditions outlined in the order. The Client expressly undertakes to verify the conformity of the Product, carrying out any preliminary test that should be required, before the product being implemented or used in the Client’s manufacturing process, even assembled with other components, unless the above said tests alter and/or modify the product. As a consequence thereof, Necto Group shall in no case be liable for any damage suffered by the Client for vices/defects/lack of conformity that could have been discovered through the above mentioned tests.
5.3. Loss of warranty period. Without prejudice to the provisions set forth in articles 1495 and 1497 of the Italian Civil Code, Necto Group guarantees that the products will be free from vices and defects in materials and workmanship for a period of 12 (twelve) months as of the date of the relevant delivery, according to paragraphs 2.1 and 2.2 above. Necto Group shall in no case be liable for any damage, direct or indirect, and it is expressly excluded any compensation for vices/defects/lack of conformity of the products. It is also expressly excluded any refund of the costs for whatever reason sustained by the Client, such as, without limiting the generality of the foregoing costs sustained for after-sale service, replacement of components, clients’ assistance, costs for recall actions, materials’ selection, replacement of entire batches, without prejudice for Necto Group to authorize in writing one or more of the previous activities, agreeing from time to time the cost allocation.
6.1. Returns. Any return of products shall be previously authorized in writing by Necto Group. The products shall be returned to Necto Group at the Client’s expenses; the delivery note and packaging shall indicate all the details of Necto Group’s authorization. The returned goods shall be accepted only if returned in their original packaging, suitably wrapped and in perfect condition. If the return has not been caused by Necto Group, the refund will be deducted of the 10% of the amount invoiced as consideration for the administrative costs.
7.1. Retention of title. Pursuant to article. 1523 of the Italian Civil Code, Necto Group shall be the sole owner of the products until the date of their full payment. Should the Client fail to pay at least one installment, Necto Group shall be entitled to reclaim the product. Pursuant to article 1523 of the Italian Code, the Client shall bear all the risks related to the loss and/or damage of the products since the moment of their delivery.
7.2. Amendments to the data in the catalogue. Necto Group expressly reserves the right to make all and any amendments deemed necessary for the purpose of improving the products and the project. The drawings and the photographs in the catalogue are merely descriptive and not binding. Further details and updates are at the client’s disposal on the website www.nectogroup.com.
8.1. Trademarks and logos. The Client shall refrain from using any trademark or logo belonging to Necto Group, unless previously expressly authorized in writing by this latter. In any case, the Client expressly undertakes to respect any laws and/or rules related to the use of trademarks and logos.
8.2. Reproduction of the catalogue. Any reproduction, total or partial, of the catalogue is strictly forbidden, unless expressly authorized in writing by Necto Group.
9.1. Jurisdiction. All disputes arising out of or relating to the Agreement and/or to the supply of Products shall be exclusively submitted to and settled by the Court of Padova, Italy.
Necto Group’s general conditions of sale are subject to vary and be amended. The last version will be the one published on the website www.nectogroup.com.
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