General Conditions of Sale
These terms (“Terms”) apply to all Products or Software purchased by or on behalf of customer (“Customer”) direct from Praim SRL (“Praim”) for its internal use only and to the exclusion of all other terms and conditions. These Terms together with Praim’s Quotation Documents form a legally binding contract between Customer and Praim for the purchase of Products, Software and Services.
1. Prices and Payment
1.1. Any quotes issued by Praim shall be valid for 20 days unless stated otherwise in the quote.
1.2. Prices for the Products, Software and Services shall be stated in the Quotation Documents issued by Praim. Where deliveries occur in instalments or phases Praim may need to adjust Prices due to changes in exchange rates, taxes, duties, freight, levies and purchase costs unless agreed differently. Quotes provided by Praim are exclusive of V.A.T., transportation charges and insurance costs unless expressly set out in the quote. Such charges are payable by Customer in addition to the prices quoted and may appear as separate items on the Order Documents.
1.3. Payment for Products, Software or Services must be received by Praim within the time period agreed and noted on the Quotation Documents, or if not noted, within 30 days from the date of the invoice.
1.4. Customer’s payment terms are subject to credit check by Praim. Praim shall be entitled to charge interest on overdue amounts at a rate of 3 per cent until actual payment is made in full. If any sum due from the Customer to Praim is not paid by the due date for payment, then Praim shall be entitled to cancel or suspend its performance of the Agreement until arrangements as to payment or credit have been established which are satisfactory to Praim.
2. Products and delivery
2.1. Praim shall not be liable for any loss (including loss of profits), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Products (even if caused by Praim’s negligence).
2.2. Delivery of the Products purchased by Customer shall be made CIP (Carriage and Insurance Paid to) (as per Incoterms 2020 rules) to the location indicated by the Customer. Praim shall have the right to make partial shipments as mutually agreed and each installment shall be deemed a separate sale and payment therefore shall become due in accordance with the terms of shipment.
2.3. If for any reason Customer does not accept delivery of any of the Products when they are ready for delivery, or Praim is unable to deliver the Products on time because Customer has not provided appropriate instructions, documents, licenses or authorizations then the Products will be deemed to have been delivered, risk passing to Customer (including for loss or damage caused by Praim’s negligence) and Praim may store the Products until actual delivery and Customer shall be liable for all related costs and expense(including without limitation storage and insurance).
3. Warranty
3.1. Praim offers a limited warranty as stated in the product warranty terms commencing on the date of purchase. Warranty service is subject to presentation, by the purchaser, of proof of purchase. Goods or parts that are replaced or repaired under warranty are warranted only for the remaining unexpired portion of the original warranty period. This warranty is made to the original user only and is non- transferable.
3.2. With refer to software products Praim does not warrant that the functions contained in the program meet all users requirements or that the operation of the program will be uninterrupted or error free.
3.3. Praim sole liability and EXCLUSIVE REMEDY hereunder shall be the repair or replacement of any defective goods. These remedies are available only if Praim’s examination of such goods discloses to Praim’s s satisfaction that such defects actually exist, and the goods have not been (1) modified or altered; (2) subjected to misuse, negligence or accident; or (3) connected, installed, used or adjusted otherwise than in accordance with the instructions furnished by Praim.
3.4. All goods considered defective shall be returned to Praim’s, designated repair location only after authorization by Praim with transportation costs prepaid and borne by the customer. Praim will pay for transportation of repaired or replacement goods shipped back to the customer, provided the goods returned prove defective within the above warranty. If the item(s) is found not to be defective, it will be returned at customer’s expense for transportation and charges for examination and testing by Praim.
4. Liability
4.1. Neither party excludes or limits liability to the other party for (1) death or personal injury resulting from negligence, (2) fraud or (3) fraudulent misrepresentation or (4) any other liability that cannot be excluded by law.
4.2. Neither party shall be liable for:
4.2.1. special, indirect or consequential loss or damages;
4.2.2. loss of profit, income or revenue;
4.2.3. loss of use of Customer’s system(s) or networks;
4.2.4. loss of goodwill or reputation;
4.2.5. loss of, corruption of or damage to data or software; or
4.2.6. recovery of data or programs.
5. Termination
5.1. Either party may terminate this Agreement by notice in writing immediately if the other party:
5.1.1. commits a material breach of the Agreement and fails to remedy such breach within 30 days of written notice; or
5.1.2. ceases, or threatens to cease, to carry on business or, becomes insolvent.
5.2. Praim may terminate this Agreement with immediate written notice if Customer:
5.2.1. fails to pay undisputed sums properly due to Praim in accordance with the Agreement
5.2.2. Customer breaches or Praim reasonably suspects has breached export control laws;
5.2.3. Customer breaches any obligations, warranties and indemnities set out in the Agreement.
5.3. On termination of this Agreement, all rights and obligations of the parties relating to the Products and/or Software relevant to the specific Quotation Documents under the Agreement will automatically terminate except for rights of action accruing prior to its termination.
6. Performance
Neither party shall be liable to the other for any failure to perform any of its obligations (except payment obligations) under this Agreement during any period in which such performance is delayed by any circumstances beyond a party’s reasonable control including, without limitation, fire, flood, war, embargo, strike, riot, or the intervention of any governmental authority (“Force Majeure Event”) provided that the delayed party shall provide the other party with prompt written notice of the Force Majeure Event. The delayed party’s time for performance shall be excused for the duration of the Force Majeure Event, but if the Force Majeure Event lasts longer than 30 days, then the other party may immediately terminate, in whole or in part, this Agreement by giving written notice to the delayed party.