Sales conditions
A) GENERAL SALES CONDITIONS
The general sales conditions contained herein apply indiscriminately for all sales transactions that
Itelco Broadcast S.r.l. finalizes with its Customers and are always sent enclosed to the commercial
offer. The lack of signing the present conditions will not allow the effectiveness of any Order.
B) ORDERS
1. Orders placed by Customers must always be sent in writing. Any Order that may have been placed
verbally, also by telephone, must always be followed by written confirmation of the Order itself; it
is understood that Orders shall be considered also the “Quotation” forms, sent by Itelco Broadcast
S.r.l. sales offices and duly signed by the Customer, without carrying any modification or correction
to the original sent; if the Customer modifies any part of the original “Quotation” (i.e. delivery
terms or place, price and payment terms, number or product and service type, etc), the modified
signed form will correspond to a new Order which shall be subject to acceptance by Itelco
Broadcast S.r.l. with submission of an Order confirmation as specified hereinafter.
2. Orders received by Itelco Broadcast S.r.l. and signed by the Customer shall be considered
accepted if, within 30 days from their receipt, Itelco Broadcast S.r.l. expresses its consent to the
Customer; the deadline of 30 days is accepted by the Customer sending the Order, is also binding
by agreement between the parties and is required by Itelco Broadcast S.r.l. for checking the
compliance of the Order with the opportunity to supply the products and/or services specifically
requested by the Customer.
3. Orders received by Itelco Broadcast S.r.l. shall, in any case, be considered confirmed and accepted
only within the specific limits of its official price list terms; any change to prices, warranty or
contract terms, must be countersigned in a special clause by Itelco Broadcast S.r.l., who may, on
the other hand, within 30 days of sending written confirmation to the Customer, cancel the Order
without any penalty, compensation or obligation of any kind to the Customer, notwithstanding the
return of any deposit paid but without any additional interest.
4. Whereas Itelco Broadcast S.r.l. does not have complete availability of the ordered products within
the agreed execution terms, it reserves the right to proceed with partial implementation since this
is henceforth considered to be of common interest for the contracting parties. The corresponding
price, as quantified by the price list in force, is accepted by the Customer and shall be reduced of
10% considered congruent by the parties, provided that the result of said calculation is not higher
compared to the original price of the Order.
5. Whatever addition, footnote, attachment, etc. to the Order will be void if not expressly
countersigned by Itelco Broadcast S.r.l.
6. It is not permitted to add new material to be delivered requested by a Customer relevant to an
Order already placed and confirmed by Itelco Broadcast S.r.l., since the Customer can at any time
place a new Order pursuant to the first paragraph, which will be treated separately from the
previous order, even if it is teleologically or practically connected to the same order.
7. Whereas the delivery of the products and/or the effective provision of the service included in the
Order is not possible according to the agreed terms due to act and fault of the Customer, he must
cover the increased costs quantified by Itelco Broadcast S.r.l. upon submission of the
documentation certifying the cost increase, plus 10% as agreed penalty; should the delivery
and/or the service be refused or made permanently impossible by the Customer to Itelco
Broadcast S.r.l., the latter can cancel the Order ad nutum by notifying the Customer in writing,
withholding the full amount of any deposit paid and the parties agree on a further payment
obligation, still as a penalty, by the Customer to Itelco Broadcast S.r.l. in the amount of 20% on the
undeliverable price.
8. Whereas the delivery of the products and/or the effective provision of the service included in the
Order are not made, even partially, by Itelco Broadcast S.r.l., or are made with a delay of over 90
days with respect to the agreed date, the Customer may cancel the Order ad nutum by notifying
Itelco Broadcast S.r.l. in writing, who must refund any deposit collected and compensate the
Customer for the damage previously quantified in accordance with the latter in the amount of 3%
of the Order price. All above applies with the exclusion of force majeure cases or unforeseeable
circumstances, including strikes, wars, fires or natural disasters, which exempt Itelco Broadcast
S.r.l. from all responsibility. In case of lack of Customer written notice, no compensation shall be
due by Itelco Broadcast S.r.l. in the event of a delay of less than 90 days in implementing the Order
with respect to the agreed date, and the cancellation of the existing Order by the Customer is not
permitted.
9. Changes to the Customer’s company name, its liquidation or bankruptcy, the definitive sentencing
suffered by the Customer in relation to crimes against property or the Public Administration, as
well as failure to pay deposits or any other down payments agreed upon, give Itelco Broadcast
S.r.l. the right to suspend the Order for a maximum of 60 days, period being given to the Customer
for providing suitable guarantees of fulfillment to be freely evaluated by Itelco Broadcast S.r.l., to
whom the unquestionable power to cancel the Order is however granted, upon written
notification to the Customer, withholding any deposit paid.
C) PRICES
Except as required by the provisions set forth at paragraph B3) above, the prices of the Orders are
those, expressed in Euro, relevant to the official price list in force when the Order is placed. For Orders
received by foreign customers expressed in different currencies and not in Euro, Itelco Broadcast S.r.l.
reserves the right to state the chosen payment currency on the order confirmation with reference to
the delivery date.
D) PAYMENT CONDITIONS
1. The payment shall be provided directly to the address of Itelco Broadcast S.r.l. in the form and
according to the terms agreed. Except as different expressed agreement countersigned by Itelco
Broadcast S.r.l., the Customer shall not pay the due Order price directly to agents or employees of
Itelco Broadcast S.r.l. outside the registered office of Via Dell’Innovazione n. 2, CP 05018 Orvieto – Terni –
Italy; whatever amount paid to agents will not be considered price obligation fulfillment towards
Itelco Broadcast S.r.l. who will deny its professional performance up to effective receipt of
payment in its favor.
2. In the event of delayed payment by the Customer, the latter is obliged to pay Itelco Broadcast
S.r.l. statutory interests calculated according to the provisions of Legislative Decree of the Italian Government, 9th October
2002 no. 231 from the invoice expiry date.
3. In the event the agreements made envisage delayed and deferred payments, either fully or
partially, relevant to the delivery of the products, the Customer is obliged to provide a suitable
guarantee for its fulfillment towards Itelco Broadcast S.r.l. issued by a bank or insurance upon the
first request thereof, covering the full amount overdue. Failing to provide the aforementioned
guarantee authorizes Itelco Broadcast S.r.l. to cancel the Order and withhold the deposit in terms
of penalty.
E) WARRANTY
1. The products sold by Itelco Broadcast S.r.l. are covered by a 24-month warranty from the shipping
date from Itelco Broadcast S.r.l. premises; this warranty covers both the customer and any
subsequent purchasers of the product, as long as it is kept in excellent conditions and according to
Itelco Broadcast S.r.l. maintenance specifications, and covers all types of faults due to defective
parts on the product itself. For Itelco Broadcast S.r.l. warranty coverage, it is mandatory that
Customer registers the product through the website www.itelco-electrosys.com/product-
registration/.
2. The Customer expressly accepts Itelco Broadcast S.r.l. warranty exclusion of any faults caused by
electric shocks, incorrect power supply voltages, negligence, carelessness or lack of skill of the
Customer, repairs, maintenance or checks performed by unauthorized staff, installation or
replacement of original parts with parts, systems or spare parts not supplied directly by Itelco
Broadcast S.r.l. or by its authorized distributors, use of products other than the one envisaged and
any action or fact attributed to third parties who have availability of the products, with or without
Customer’s awareness thereof, after the latter received supply of the products.
3. The Customer is responsible for the installation, if not purchased as additional service with the
product, maintenance and inspection of the products, as well as checking that the climatic and
environmental conditions in which the products are placed for being used are suitable and do not
compromise operation, according to Itelco Broadcast S.r.l. instruction manual delivered along with
the purchased product. Otherwise, should the Customer fail to comply with the specifications
contained in the instruction manual and with the minimum required care by normal users of the
equipment, the warranty granted by Itelco Broadcast S.r.l. shall be void and the Customer takes
full responsibility for the risks and any damages suffered by the products. Upon signature of the
present General Sales Conditions, the Customer confirms receipt of the aforementioned
instruction manual as well as understanding of all its parts.
4. The warranty does not apply to damages suffered by the products due to fires, floods or other
natural disasters, wars, revolts, and in all those cases where the products are object of a crime.
5. The warranty also does not apply to damages suffered by the products after their handover by
Itelco Broadcast S.r.l. to the appointed carrier, and therefore being the Customer responsible for
any risk connected with transport and handling, whose time-frames, costs and methods are
chosen and covered by the Customer himself.
6. Maintenance and replacement of any defective parts of the products, shall be performed
according to this warranty provision exclusively by the following parties: a) Engineers operating
within Itelco Broadcast S.r.l. after-sales service; b) Itelco Broadcast S.r.l. qualified Centers of
Excellence. The complete list can be found at www.itelco.com/……………
7. Should the Customer encounter a fault while the warranty is in force, he must send immediate
written notification to Itelco Broadcast S.r.l. and return the product to Itelco Broadcast S.r.l.
premises or to the nearest Itelco Broadcast S.r.l. qualified center at its own expenses; in case of
return to headquarter facility, Itelco Broadcast S.r.l. will restore the failed product free of charge
within 45 days; in case of return to a qualified repair center, Itelco Broadcast S.r.l. will refund the
repair cost based on a fixed price list, agreed upon in advance with the Customer. Should the
product purchased by the Customer fall within the category of “reduced mobility” products
(weight over 50 kg), the maintenance or replacement of the defective part will take place in the
site where the equipment is located by an engineer from the nearest Itelco Broadcast S.r.l.
qualified center. All the above applies notwithstanding the confirmation of the engineer appointed
by Itelco Broadcast S.r.l. of the existence of one of the cases of exclusion of the warranty indicated
above.
8. Limited only to the new parts, replacing the defective ones on the product having a 60-month
warranty, Itelco Broadcast S.r.l. applies a new 12-month warranty starting from the replacement
date, provided that the replacement is performed by Itelco Broadcast S.r.l. or by an Itelco
Broadcast S.r.l. Center of Excellence as specified in above paragraphs 6. and 7.; on the other parts,
the original 60-month warranty will endure without interruption and will apply up to its natural
validity; whereas the replacement is not performed by Itelco Broadcast S.r.l. or by an Itelco
Broadcast S.r.l. Center of Excellence, no warranty applies for the Customer, neither on the failures
found nor to all other parts of the product. Indeed, each Itelco Broadcast S.r.l. product is original in
all its parts and its operation is perfectly balanced by their interaction; if not performed by the
persons specified in above paragraph 6., the replacement or maintenance of just one part can
compromise the correct operation of the product and, therefore, shall void the warranty released
by Itelco Broadcast S.r.l.
9. Whereas the Customer applies for replacement after warranty expiration, Itelco Broadcast S.r.l.
will release a new 12-month warranty limited only to the specific failed part, provided that the
replacement is performed as set forth in above paragraph 8.; it is understood that in all such cases
the Customer shall provide due prepayment to Itelco Broadcast S.r.l. for the service and the due
amount shall be agreed between the parties.
10. Whereas the replaced part fails within the new 12-month warranty period, said warranty does not
apply where the failure derives from fault of other parts no longer covered by warranty or of parts,
recommended in advance by Itelco Broadcast S.r.l., to be replaced but not authorized by the
Customer.
11. The products sold by Itelco Broadcast S.r.l. to the Customer are leading in the broadcast field and,
periodically, they are replaced by new products aimed to constantly introduce peculiar
improvements originating from the technological evolutions in telecommunication field; therefore,
the spare parts are subject to obsolescence and Itelco Broadcast S.r.l. is able to grant its Customers
the supply of spare parts, as of this paragraph, compatible with the purchased product, for a
miximum of 60 months from the purchase itself. Said term is conventionally agreed and expressly
accepted by the Customer.
12. Whereas the Order refers to “Used” material, such products are not covered by warranty and,
aware of this, the Customer accepts this lack of warranty coverage; the parties conventionally
accept to include as “Used” material also refurbished products and parts, i.e those products and
parts collected on the market and later refurbished by Itelco Broadcast S.r.l.
13. It is understood that Itelco Broadcast S.r.l. warranty does not apply on “consumable” parts such as:
air filters, cooling liquid, fans and cooling liquid filters, that by their nature do not have a lifetime
as long as the abovementioned warranty period. It is understood as well that Itelco Broadcast S.r.l.
warranty does not apply to socalled “commercial” parts such as: tubes, cavity trolleys, blowers,
heat exchangers and pumps, on which the original manufacturer warranty applies.
14. The 60-month warranty duration does not apply to transmitters with IOT technology, for which the
warranty duration shall be treated case by case and agreed in writing by the parties.
F) LIMITATION AND EXCLUSION OF LIABILITY
The Customer acknowledges having been informed in advance by Itelco Broadcast S.r.l. of all the
safety regulations relevant to the use of the purchased products and to the consequent health
damage implications, environmental pollution, etc. and, therefore, declares to indemnify and relieve
Itelco Broadcast S.r.l. from any requests for compensation for damages caused to third parties,
including employees, by the incorrect use of the purchased products.
G) CONFIDENTIALITY OBLIGATIONS
The products, services, software, licenses, trademarks, commercial information and strategies, product
know-how, copyright and other intellectual property rights, as well as all the confidential information
contained in the documentation supplied along with the products, their parts, or of which the
Customer may be made aware upon finalizing the agreement with Itelco Broadcast S.r.l., remain the
exclusive property of Itelco Broadcast S.r.l. All the parts and materials used, the assembly techniques,
instruction manuals, warranties and everything envisaged by these clauses are considered an industrial
secret and as such are protected primarily by Italian Law and by relevant EU Law, as well as being
guaranteed by International Agreements in force upon finalization date of the contract. The Customer
is responsible not only for its own improper use of the above information and rights, but also for the
use thereof by third parties following lack of proper conservation in its premises and lack of protection
thereof by the Customer; such practice generates responsibility of the Customer towards Itelco
Broadcast S.r.l. for any damage suffered by the latter that can be ascribed to such omissions.
H) REFERENCE REGULATIONS
This relationship is governed by Italian regulations and, for what not expressly envisaged by the
agreement, the regulations of the Italian Civil Code apply. Both parties agree to irrevocably subject to
Italian jurisdiction, waiving any future exception to this paragraph.
I) COMPETENT COURT
For any legal dispute resulting from the agreement, the parties mutually agree that the Court of Terni –
Italy shall have exclusive jurisdiction. This established derogation to the territorial competency is
justified, according to the common understanding of the parties, by the need to safeguard the
principle of reasonable duration of the trial, particularly simplified by the possibility of faster and
cheaper access by the court-appointed experts or consultants to the production chain of Itelco
Broadcast S.r.l. products located at its registered office in Orvieto (Terni).
J) PRIVACY
The Customer expressly authorizes Itelco Broadcast S.r.l. to collect, use and process his personal data,
as provided in the Order, pursuant to Legislative Decree of the Italian Government no. 196 of 30 June 2003 and subsequent
amendments.
It is hereby declared that the clauses described above, letters B), D), E), F), H), I) have been subject to
explicit negotiations and are expressly approved pursuant to article 1341 of the Italian Civil Code.
