SAES Getters S.p.A.
Legal Seat: Lainate (MI) Viale Italia, 77, paid in capital: 12,220,000.00,
Milan Companies Registry Office nr./fiscal code nr. /VAT code nr.: 00774910152, REA nr. 317232,
SAES Getters S.p.A. GENERAL CONDITIONS OF SALE - "INTERNET SALES"
1. INTRODUCTION
This page contains important information about BUYER'S rights and obligations as well as limitations and exclusions that apply to any buyer in his/her use of SAES Getters S.p.A. ("SAES") web site www.saesgetters.com ("Site") and products.
Submitting a purchasing order via the proper procedure provided by the Site implies for the BUYER full and unconditioned acceptance of these General Conditions Of Sale - Internet Sales ("Conditions")
SAES has the right to amend Conditions at any time without any notice.
No binding agreement to purchase or supply products or services is entered into as a result of the simple use of the Site.
BUYER is invited to read very carefully the Conditions as reported on this page before going through any purchasing process;
in case of purchase BUYER should print and/or save and file these Conditions.
Conditions and any other document attached to same or referred to by same, (collectively the "Contractual Documents") constitute the entirety of regulations governing the agreement between SAES and the BUYER; they supersede and replace all previous quotes, orders, correspondence and any other communication of any nature, written or spoken, between the parties.
BUYER must be aware that SAES products are exclusively for industrial and/or research use, can be handled exclusively by professional operators within appropriate sites and require particular care.
SAES strongly recommends to read carefully all the information reported in the Safety Data Sheets of the products and to adopt any possible measure to prevent any dangerous event there indicated.
Safety Data Sheets can be requested to sds@saes-group.com. Sales of SAES products is intended only for professional users, as defined in art. 3 § c) of Dlgs n. 206/2005 (Italian "Consumers' Code"); by accepting the Conditions BUYER states, under his/her own responsibility, that he/she holds the qualification of "professional" and, namely, that he/she is not a "consumer" as of art. 3 § a) Dlgs n. 206/2005, whereas SAES holds the qualification of "producer" as of art. 3 § d) Dlgs n. 206/2005.
BUYER declares, therefore, to be aware that Dlgs n. 206/2005 (Italian Consumers' Code) is not applicable to and does not regulate this purchase.
The references to Incoterms contained herein and in any other Contractual Document shall be referred as the Incoterms 2020 edition or any subsequent edition in place upon receiving the order confirmation by SAES.
2. PRICE
Purchasing price ("Price") includes: cost of goods, VAT (where applicable), other taxes and shipment costs as detailed in the invoice and in any other related form of communication, including web pages.
Price reported on the Site can be subject to changes without any notice.
Shipment costs can vary according to distances, country of destination and level of service.
BUYER and SAES responsibilities are according to applied INCOTERMS 2020
3. PURCHASING PROCESS
SAES purchasing process is as follows:
BUYER should properly fill the purchasing form available within the Site.
To proceed, purchasing Conditions must be read, accepted and specifically approved.
By sending to SAES the purchasing form the BUYER is committed to a contractual proposal ("Proposal") as of art.1326 and subsequent of Italian Civil Code.
The contract is formally concluded and effective as soon as the BUYER receives and accesses the formal acceptance of the Proposal sent him by SAES via e-mail.
BUYER can withdraw the Proposal until the formal conclusion of the contract as above defined.
SAES e-mail of acceptance reports any relevant information about the purchase as required by art. 13 Dlgs n. 70/2003 (Italian Law governing Electronic Trade), such as type and quantities of products purchased, detailed price, VAT and, whenever required by applied INCOTERMS, shipment expenses, means of payment, General Conditions of Sale.
SAES has the right to deny the Proposal and to refuse the order according to its own judgement with no commitment of any kind towards the BUYER.
In this case SAES will send to BUYER a denial e-mail and will refund any payment already made.
Withdrawal and/or modification of the orders are allowed within 48 hours from the order.
Requests for withdrawal or modification of the orders should be addressed within the above term to crm_sales@saes-group.com that will supply the related instructions.
Inquiries should be addressed to crm_sales@saes-group.com.
4. MEANS OF PAYMENT
SAES accepts payments via PayPal as indicated in the Site. The BUYER will be redirected to PayPal website where the whole payment process will be carried out and completed with no involvement of SAES.
All the related relevant information, including personal and financial data, will be handled directly by PayPal
and will not be shared with SAES.
5. TERMS OF DELIVERY
Unless otherwise agreed and specified, the delivery will take place as soon as the Products are available. Unless otherwise agreed and specified, the SMA samples ("Products") shall be delivered DDP or DAP according to INCOTERMS 2010
6. FORCE MAJEURE
SAES shall not be considered as being in default of the obligations provided for herein if said default is due to a force majeure. Force majeure is understood to be any event beyond the control of SAES such as, by way of example but not limited to, natural disasters, government acts, laws or regulations, epidemic, pandemic, national or corporate strikes, or any other reasons beyond its control such as lack of means of transport, fuel or energy, manpower, spare parts or materials or non-performance or delay on the part of the suppliers.
7. LIMITATION OF LIABILITY
SAES denies any responsibility in case of improper or heedless usage of its products and/or in case of handling by persons not properly qualified.
In case of defective products the sole and exclusive remedy is replacement or refund; it is excluded any further liability on SAES. SAES shall not be held liable for any damage, loss or increased expense deriving, directly or indirectly, from the defective Products, except where the BUYER proves that the said defects are the result of deliberate misconduct or gross negligence by SAES.
The maximum liability of SAES, including attorney’s fees,for any and all damages arising out of, or in connection with, the sale of Products shall be limited to the price of the Products.
SAES shall have no liability to BUYER resulting from any use of the Products in modified form, as adapted for use in other products, and/or in combination with other products or components not provided by SAES. UNDER NO CIRCUMSTANCES SHALL SAES SHALL BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES OR LOST PROFITS, WHETHER FORESEEABLE OR UNFORESEEABLE. Unless otherwise agreed and specified, all risks and liabilities inherent to the Products sold, together with the ownership of such Products, shall pass to BUYER at the time of delivery of the Products as defined in clause 5 above.
SAES is not responsible for damages occurred during shipment and/or transportation.
8. WARRANTY
SAES guarantees that the Products delivered shall be free from operational and material defects and shall comply with the construction and functional data and specifications indicated in the Technical Specifications (applicable brochures and data sheets) available on SAES web site.
This warranty shall have a term of TWELVE (12) MONTHS from delivery. BUYER must notify in writing to SAES crm_sales@saes-group.com no later than 7 days from the receipt of the Products any discrepancy between the Products ordered and those delivered. This warranty shall only apply to the BUYER and may not be assigned.
Expiring of the above term without any notice from the BUYER, implies that Products delivered are deemed conforming to the purchase order as confirmed by SAES.
9. MISCELLANEOUS
SAES informs the BUYER that its Code of Ethics and Business Conduct , SAES Anti-corruption code and SAES’ Code of Business conduct is available on the website www.saesgetters.com/investor-relations/corporate-governance/#section-codes and require that their own customers share their contents and comply with them. Submitting a purchase order implies full acceptance of the abovementioned Codes.
10.LAW & DISPUTES
The validity, performance and construction of the Conditions and any sale made hereunder shall be governed by the laws of Italy.
Any dispute arising from, or in relation to, dealings specified herein shall be subject to the exclusive jurisdiction of the Court of Milano, Italy.
Dlgs n. 206/2005 (Italian Consumers' Code) is not applicable;
Dlgs n. 70/2003 (Italian Law governing Electronic Trade) is applicable as a non-consumer sale.
11. PRIVACY
Pursuant to the regulations on the protection of personal data in force, we hereby inform that any personal data provided by BUYER are collected and processed in order to fulfil the purchase orders, handling of shipping and invoicing, and thus to fulfil all the contractual obligations; to manage the relationship with the BUYER from the administrative, fiscal, accounting point of view in compliance with the law in force; to assess its solvency, handle litigation (including credit collection).
The legal basis for that processing lies in the need to perform the Contract and to fulfil the related legal obligations. Processing the Data described above is necessary, as it is connected with and instrumental to establishing, continuing and correctly managing the contractual relationship: therefore, any refusal to provide the Data may make it impossible to establish or perform the Purchase Order.
However, the Data can be processed in order to evaluate customer satisfaction, to make the service to the customers the most effective and to perform promotional activities to the customers. The legal basis for that processing lies in the legitimate interest of SAES Getters to promote and improve its business and that of the SAES Group and to develop commercial relationships, and is compatible with BUYER’s position, as it is reasonable to believe that it has the same interest in remaining informed on the developments of the business and on any additional activities of SAES Getters and the SAES Group and that, by communicating its data to us, BUYER expects to receive those communications.
BUYER’s personal data will be processed manually and/or by automated systems that guarantee security and confidentiality, according to logics which are strictly connected to the same purposes.
With reference to the purposes above indicated, collected data may be communicated to the relevant Authorities imposed by law, above all the obligation of transparency and publicity deriving from the regulations on listed companies, including Consob Circulars and Regulations the companies of our group, banks or financial institutions, consultants, contractors, forwarders and service companies, only in the event the disclosure is necessary or functional to the performance of the task assigned to them. The data provided by the BUYER may be transmitted abroad, even outside European Union, only to our affiliated companies, for purposes associated to the management of our contractual relationship with the BUYER, in compliance with the requirements set forth by privacy law in force. BUYER’s data will not be matter of dissemination. The data will be disclosed to the employees or third parties expressly appointed by the Data Controller (SAES Getters S.p.A.) as Data Processor and individuals in charge for the data processing.
The Data shall be stored in a form that allows for BUYER’s identification for a period of time no longer than that necessary to achieve the purposes of the processing and, in particular: (i) as regard the purposes of execution of the Contract, for the entire period of the duration of the relationship and for the subsequent period necessary to fulfil the related tax, accounting and labour law obligations, and to ensure the legal protection of the rights of SAES Getters; (ii) as regards the purposes of marketing activity (e.g. commercial communications, surveys and market research, etc.) up to 18 months following the expiry of the Contract, which may be extended with prior BUYER consent.
BUYER is entitled to exercise all rights granted pursuant to the regulations on the protection of personal data in force and, in particular, the right to ask the data controller where appropriate for confirmation as to whether or not personal data concerning you is being processed, access to data and the rectification or erasure of said data or restriction of processing the Data; the right to object to such processing; the right to withdraw consent at any time without affecting the lawfulness of processing based on consent before its withdrawal, the right to portability of the Data; the right to bring action before the legal authorities, or to lodge a complaint with the competent supervisory authority for protection of personal data by e-mailing to privacy@saes-group.com or writing to the Legal Department of Saes Getters S.p.A., viale Italia 77, Lainate, Milan, Italy.. SAES Getters has appointed its own Data Protection Officer, who can be contacted at the addresses below for information on data processing and the rights of data subjects: LCA Servizi S.r.l., Mr. Gianluca De Cristofaro (e-mail: dpo@saes-group.com; Tel. +39 02 7788751).
By submitting the Purchase Order, the BUYER declares to have read and understood the above, hereby consents to the processing of its data for promotional purposes.
12. EXPORT
The client assures and guarantees that the Products are bought only and exclusively for civil use and that it is absolutely excluded any other different kind of use.
Besides, the Client assures and guarantees that it will be the final user of the Products, and thus, declares and undertakes not to re – export and/or otherwise transfer the Products.
In the event that the Client intends to re-sell the Products to any of its affiliated company, he undertakes to give to SAES information about the country where the affiliated company is located, to guarantee the effective destination of the Products.
According to art. 1341 and art. 1342 of the Italian Civil Code, the BUYER specifically approves clauses n. 1, 4, 5, 6, 7, 9, 11.