Terms of Sales
Terms of Sales
STC 's standard terms and conditions of sale
All Customer Purchase Orders are subject to these terms and conditions and all additional terms and conditions presented on or accompanying an STC quotation or STC Order Acknowledgment. STC specifically rejects, customer disclaims, all printed provisions in Customer's Purchase Orders, including associated forms and/or documents. These terms and conditions, together with the STC Order Acknowledgment, shall constitute the entire agreement between STC and Customer with respect to any Customer Purchase Order and the Materials and/or Services provided hereunder. These terms and conditions supersede any prior or contemporaneous agreements or representations written or oral. Any amendment of these terms and conditions must be in writing and signed by STC to be binding on STC.
1. DEFINITIONS AND INTERPRETATION
Within this document, definitions are defined as follows:
"STC " means STC International Srl and/or its designated affiliates.
"Customer " means the person or entity however constituted to whom the Material or Services are provided.
"Delivery " means the date of customer's receipt of material or completion of Services to the customer or on the customer's designated location.
"Material " means the Products and/or Services or Consultancy offered for sale to Customer at time of sale.
"Order Acknowledgment" means a document furnished by STC or acknowledging the receipt of Customer's Purchase Order and STC's agreement to supply the Material and/or Services stated therein under the terms and conditions stated herein.
"Product" means chemicals or knowledge of STC, or other offered for sale by STC to Customer.
"Purchase Order" means Customer's document for the acquisition of Product and/or Services, exclusive of all printed terms and conditions contained thereon.
"Offer" means either STC's offer to sell Services and/or Product or STC's document that provides a summary of the Statement of Work and pricing corresponding to the Statement of Work.
"Services" means various types of services as provided by STC to Customer. Services are not Products. Additional fees can apply for Services
"Shipment Date" means the date on which STC has scheduled shipment of Product to Customer.
"Description of Work" means STC's document which describes in detail the work or Services to be performed and any Product to be supplied.
Interpretation within this document is defined as follows: in the event of a conflict between Customer's Purchase Order or associated documents and the terms and conditions herein, the terms and conditions herein including the Order Acknowledgment shall govern.
2. ACCEPTANCE OF PURCHASE ORDERS
As used herein, "Acceptance of Customer's Purchase Order" shall mean STC's agreement, as evidenced by the issuance of an Order Acknowledgment, to supply the Product and/or Services identified in Customer's Purchase Order under the terms and conditions herein. All Customer Purchase Orders are subject to written acceptance by STC, at its sole discretion, even if received elsewhere by a salesperson, selling agent or representative. No Customer Purchase Order will be binding upon STC until STC issues its written Order Acknowledgment.
3. PURCHASE ORDER CHANGES
Customer may not change its Purchase Order without STC's written consent. Any revision in drawings, designs, volumes, specifications, shipment completion dates or Purchase Order termination requested by Customer may result in additional cost to Customer. Any additional cost to Customer will be at STC's standard rates in effect at the time of Customer's request. STC's performance of Customer's request shall commence only upon the issuance of a new Purchase Order or written amendment to an existing Purchase Order authorizing the applicable charge.
Customer's oral requests for Services shall be binding on Customer and deemed by STC as valid Customer Purchase Orders, governed by these terms and conditions. Customer further agrees, as a result of any request made hereunder to pay any and all charges associated with such Service request. Customer requested changes in performance of Services shall be reviewed upon STC's receipt of Customer's request to determine if additional charges are applicable.
4. PRICE OF PRODUCT AND/OR SERVICES
The price for Product and Services are based on STC's published list prices in effect at time of STC's receipt of Customer's Purchase Order unless otherwise set forth in the Order Acknowledgment , or a valid issued Quotation, Statement of Work or proposal. A Quotation, Statement of Work or proposal is valid for a period of thirty [30] days from date of issue . Errors or omissions in price are subject to correction by STC.
All published list prices are subject to change by STC without notice. STC retains all rights to change the Product and/or Services or may discontinue any Product and/or Services at STC's sole discretion.
5. PRICES, ADJUSTMENTS
The price of Services and Products may subsequently be adjusted to reasonably reflect the adverse cost impact to STC of:
i. Customer changes or delays which are outside of the scope of Services;
ii. legal/regulatory changes which occur after the issuance of the Quotation and/or Description of Work for the particular Services or Product in question;
iii. the failure of Customer to perform its obligations under Sections 6, 7, and 8.
iiii. changes in local taxation between order and supply date
STC will provide a written notice and reason for an adjustment to the price within a reasonable period of time after STC becomes aware of an event under which STC intends to request an adjustment . The parties will then determine, in a commercially reasonable manner, the price adjustment that is appropriate. Pending such agreement, STC will continue to perform the Services specified in the Purchase Order for ten (10) business days or such other greater time that may be agreed to in writing by STC, unless (a) Customer has fails to pay amounts due to STC when due; (b) or an event specifically identified in the Quotation and/or Description of Work permitting suspension or termination of the Services occurs; or (c) Customer is otherwise in breach .
In the event an adjustment to the price has not been made within the aforementioned ten (10) business days, STC shall have the right to terminate this Purchase Order, in whole or in part and in addition to any other remedy available to STC, Customer shall make immediate payment to STC on account of all Products delivered and/or Services rendered.
6. SCHEDULE FOR PERFORMANCE OF SERVICES
STC will perform the Services in accordance with the schedule stated in the Quotation and/or Statement of Work . Both parties agree to adhere to the schedule, however, each party will give due consideration to any reasonable proposal by the other party regarding changes in the schedule which, if agreed upon, will be recorded in a written modification to the applicable Purchase Order. Dates for performance of Services are estimated by STC in good faith but not guaranteed by STC. Except as otherwise set forth in the Quotation and/or Description of Work, STC will have unrestricted access to Customer's site and any other locations at which Services are to be performed at all times (including overtime hours, Saturdays, Sundays and holidays) for the purpose of performing the Services.
7. SITE PREPARATION AND CONDITION FOR SERVICES
Customer will be responsible for preparation of the site, at which STC will perform the Services, to the specifications and in accordance with the time schedule stated in the Quotation and/or Description of Work. Customer warrants to STC that each such site is in compliance with all applicable health and safety regulations and is free from all friable asbestos and hazardous contamination or pollutants, as further provided in Section 8 below.
8. HAZARDOUS MATERIALS
Prior to the date specified in the Quotation and/or Description of Work for the performance of Service, Customer will take any and all steps needed to assure that each site is free from all friable asbestos and hazardous contamination or pollutants. If contamination is found to be present at a site, STC will have no further obligations under any Quotation and /or Description of Work , until such contamination is removed.
9. PACKAGING, SHIPMENT AND SERVICE DATES
All Products shall be suitably packed for shipment. STC may charge for packing and/or packaging including special documentation to comply with Customer requirements.
Shipment Date for Product or date for performance of Service is estimated by STC but is not guaranteed by STC . All Shipment are made FCA STC shipping location (Incoterms 2020).
Customer, regardless of the circumstances, will not hold STC liable for any liabilities, penalties, or charges of any nature due to the late performance of any Service date. STC assumes no liability for any direct or liquidated damages during shipment or delivery of Product. Product may be tendered in partial shipments at STC's discretion.
In the event of shipment delay requested by Customer or a delay caused by lack of shipping instructions, STC will store all Product covered thereby at Customer's risk and expense. STC will invoice the Customer at the full price for the Product including an additional storage fee.
10. TITLE, RISK OF LOSS AND INSURANCE
Title, risk of loss, damage and insurance responsibilities for the Products pass from STC to Customer upon acceptance of Product by the shipping agent or carrier. Title to all Product shall remain with STC or its partners, but risk of loss, damage and insurance responsibilities shall pass to Customer at STC's shipping location.
For all Materials shipped, STC shall retain a security interest in the Product until payment, in full, has been received by STC for such Products delivered and Services performed. Customer shall execute any instrument reasonably required for STC's protection of such security interest.
11. Acceptance or rejection of PRODUCT/SERVICES
After the delivery of the Product, or the performance of Services, Customer will inspect the Product/Services for conformity to the Purchase Order, Description of Work or Offer (as the case may be) within a period of sixteen [16] calendar days (hereinafter "Acceptance Period"). Acceptance of Product/Services by Customer shall automatically occur after the passage of the Acceptance Period stated herein unless STC is advised otherwise in writing within the stated Acceptance Period or upon Customer's commercial use of the Product/Services.
If any Product or Service does not substantially conform to the applicable Purchase Order, Description of Work or Offer (as the case may be) Customer shall notify STC in writing of the non conformance , and for Product, obtain an authorization for return, and return such Product to STC for correction or completion as required. With respect to Services, STC shall, at no additional charge (if determined by STC to be STC's fault), take prompt action to correct such unsatisfactory Services.
12. PAYMENT TERMS
Customer's payment obligations are stated on STC's invoices. Invoices for Services will be rendered in accordance with an established milestone schedule or upon completion of any Services. Late charges of two and one-half percent [2,5%] or the maximum permitted by law, whichever is less, per month on outstanding balances may be charged. All amounts due shall be payable in Euros unless otherwise specifically agreed upon in STC's Order Acknowledgement.
If, in STC's judgment, Customer's financial condition does not justify continuation of the existing payment terms, STC may:
1. require full or partial payment of Customer's account;
2. require payment in advance of Product shipment;
3. require payment in advance for performance of any Services;
4. change Customer's credit terms; or
5. any combination of the above.
13. PRODUCT AND SERVICES WARRANTY
STC warrants from the date of shipment to Customer that Product will substantially conform to STC specifications in effect as of the date of shipment and will be free from substantial defects in material and workmanship under normal use, given proper installation and maintenance, for the period of time stated in STC's current published technical data sheets in effect on the date of shipment. STC further warrants to Customer that all Services performed by STC for Customer will be provided in a workmanlike manner.
Customer must promptly notify STC of any claimed defect in the Product and/or Services. STC or its agent may inspect the Product or workmanship on Customer's premises. Product returned to STC under warranty must be shipped prepaid by Customer and the package may not have been opened or the product been used.
14. PRODUCT AND SERVICES WARRANTY LIMITATIONS
STC's entire liability and Customer's exclusive remedy whether in contract, tort or otherwise, for any claim related to or arising out of breach of the warranty covering Product or Services shall be correction of defects by repair, replacement, re-performance of service or credit, at STC's discretion. Refurbished Product may be used to repair or replace the Product. Customer shall have no claim to Product which was replaced. STC has no liability with respect to claims relating to or arising from the use of equipment not bearing the STC name.
STC does not warrant that the operation of the Product will be uninterrupted or error-free. Similarly, STC does not warrant that the functions of the Product will meet Customer's requirements or that the Product will operate in combination with other products selected by Customer for its use.
STC assumes no liability with respect to (a) defects caused by modification, repair, installation, operation or maintenance except as described in STC's documentation; or, (b) negligent or other improper use of the Product.
All equipment and Product not bearing the STC name, are supplied "AS IS" and Customer will look solely to the warranties and remedies, if any, provided by the equipment or product manufacturer or vendor thereof. In addition, STC assumes no liability for equipment or services furnished by Customer nor does this warranty cover any copy of or update to any user manual for the Product.
No agent, distributor, or representative is authorized to make any warranties on behalf of STC or to assume for STC any other liability in connection with any Product or Services.
WITH RESPECT TO ALL PURCHASES OF PRODUCT AND/OR SERVICES FROM STC BY CUSTOMER, THE ABOVE WARRANTY REPLACES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND ALL OTHER OBLIGATIONS OF STC, INCLUDING ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ALL OTHER WARRANTIES ARE DISCLAIMED AND EXCLUDED BY STC.
15. RETURNS
Material may not be returned to STC without prior authorization. Customer must contact STC to obtain an authorization number and return the Material to the location designated by STC with all transportation charges paid by Customer. STC may charge Customer certain fees for Product returned to STC. Any Product returned to STC without proper authorization will be returned to Customer at Customer expense.
16. DISCLAIMER OF LIABILITY
STC WILL NOT BE LIABLE FOR INJURIES OR DAMAGES TO PERSONS OR PROPERTY RESULTING FROM ANY CAUSE WHATSOEVER , WITH THE EXCEPTION OF BODILY INJURIES, DEATH OR TANGIBLE PROPERTY DAMAGE CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF STC. THIS LIMITATION APPLIES TO ALL PRODUCT AND SERVICES PERFORMED DURING AND AFTER THE WARRANTY PERIOD.
IN NO EVENT SHALL STC BE LIABLE FOR ANY DAMAGES RESULTING FROM LOSS OF PRODUCTION, LOSS OF USE OR LOSS OF REVENUE OR PROFIT AND STC FURTHER DISCLAIMS ANY AND ALL LIABILITY FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR OTHER SIMILAR DAMAGES.
IF ANY REMEDY HEREUNDER FAILS OF ITS ESSENTIAL PURPOSE, OR IN ANY OTHER EVENT, STC'S AGGREGATE LIABILITY HEREUNDER SHALL NOT EXCEED THE COST OF THE SUPPLIED PRODUCT or SERVICES.
17. ASSIGNMENT
STC may assign its rights and obligations by giving Customer written notice thereof but without being obligated to obtain Customer's consent prior thereto. In the event if an assignment, STC shall be discharged of any liability pursuant to those Purchase Orders which have been assigned or delegated.
Customer may not assign its rights nor delegate its obligations under any or all of its Purchase Orders unless STC's written consent is obtained prior thereto and any such assignment or delegation without such consent shall be void.
18. COMPLIANCE WITH APPLICABLE LAWS
The Customer will comply with all applicable laws affecting the purchase and use of Material. Customer agrees to maintain all registrations with governmental agencies, commercial registries, chambers of commerce, or other offices which may be required under law in order to properly conduct commercial business.
Prior to the date specified in the Offer and/or Description of Work for the performance of Service, Customer will (a) obtain and pay for all governmental or third party consents, permits, approvals, licenses and public and private easements necessary for STC's unrestricted access to any site or location needed for performance of the Services and delivery of the Product, and (b) will notify STC in advance of any requirements including all local laws, regulations, ordinances and the like to which STC is or will be required to comply in the rendering of Services and in the supplying of Product hereunder.
19. CONFIDENTIAL INFORMATION
Customer will not disclose to any person or entity any information or data fixed in a tangible medium and marked as the confidential or proprietary information (hereinafter referred to as "Confidential Information") of STC, or if provided orally, confirmed in writing to be confidential or proprietary within sixteen [16] calendar days after its disclosure.
Notwithstanding the provisions herein, if Customer receives Confidential Information it shall treat such Confidential Information as confidential, prohibit recopying and use such Confidential Information only in connection with fulfilling its obligations under Customer's Purchase Order. Customer will return all Confidential Information to STC upon completion of such obligations for its use, or upon the request of STC.
Customer recognizes and agrees that the unauthorized use or disclosure of the Confidential Information would cause irreparable injury to STC for which it would have no adequate remedy at law, and that any actual or contemplated breach of this clause will entitle STC to obtain immediate injunctive relief prohibiting such breach, in addition to any other rights and remedies available to it. The obligations herein contained will expressly survive the final payment of any/or all Customer Purchase Orders.
20. SEVERABILITY
If any provision of these terms and conditions is held by a court, government agency or other legal authority of competent jurisdiction to be invalid, illegal or unenforceable, such invalidity , illegality or unenforceability shall not invalidate, void or render unenforceable any other portion of these terms and conditions but rather these terms and conditions shall be construed as if it did not contain the particular invalid, illegal or unenforceable provision or provisions, and the rights and obligations of the parties shall be construed and enforced accordingly.
21. FORCE MAJEURE
STC is not liable for failure or delay in fulfilling its obligations due to any causes beyond its control. In the event of any such delay, the date for shipment or performance of Services will be extended correspondingly. STC retains the right to determine the allocation of its inventory of Product among itself, its present and future customers and Customer. In the event STC partially fills Customer's Purchase Order, Customer shall, nonetheless, continue to make payments on STC's invoices during the period in which the delay is in effect for those Materials and/or Services delivered. If an event of force majeure prevents or delays STC's performance for more than six [6] months, STC shall have the right to terminate the applicable Purchase Order, with immediate effect.
22. GOVERNING LANGUAGE
The parties hereby confirm that they have agreed that all written documents between them be prepared in the Italian or English language only and such language shall be the governing language.
23. GOVERNING LAW/Venue
The contract created by the insurance of an Order Acknowledgment shall be construed, interpreted and applied in accordance with the internal laws (but not the law of conflicts) of the jurisdiction in which is located the main office of the STC affiliate which is authorized to issue the Order Acknowledgment and any applicable law of that jurisdiction and from Italy. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to the sale of Product hereunder .
Customer hereby irrevocably consents to the exclusive personal jurisdiction of any state court of general jurisdiction of the jurisdiction in which is located the main office of the STC affiliate which is authorized to issue the Order Acknowledgment. If Customer institutes any legal proceeding in any other court, it shall assume all of STC's costs in connection therewith , including reasonable attorney's fees. Registered or certified mail of any legal process shall constitute lawful and valid service of process in any such proceeding, suit or controversy.
24. INTELLECTUAL PROPERTY RIGHTS
All drawings, data, designs , tooling, equipment, procedures, engineering changes, inventions, trade secrets, copyrights, source code, object code, patents, patent applications, know-how, Technical data Sheets, Material Safety Data Sheets and/or Product and all parts thereof, trademarks and all other information , technical or otherwise which was developed, made or supplied by or for STC in the production of any Product or the performance of any Service sold, rendered or licensed hereunder will be and remain the sole property of STC (or its partners, if any). Customer agrees not to reverse engineer any Materials purchased hereunder.
25. PUBLICITY
Except for Customer's internal use of STC's trademarks, Customer will not use any STC trademark or trade name for any other purpose whatsoever without the express written consent of STC.
26. SURVIVAL OF TERMS
The termination or cancellation of any Customer Purchase Order or any relationship created hereunder between the parties or the delivery of Product or performance of Services under Customer's Purchase Order shall not affect each party's obligations and rights under these terms and conditions, which by their nature, survive, notwithstanding such termination, cancellation, delivery or performance.
27. TAXES
In addition to the Price for Product or Services paid by Customer, Customer will pay STC the amount of all taxes, excises, or other governmental charges that STC may be required to pay with respect to the production, sale, license, or transportation of any Material delivered hereunder, including the performance of any Services, except taxes on or measured by STC's net income. If Customer claims exemption from any taxes, Customer will provide STC with documentation required by the taxing authority to support the exemption.
28. CANCELLATION FOR DEFAULT
STC may, upon written notice to Customer, cancel any and/or all Customer Purchase Orders effective immediately if:
1. Customer makes an assignment for the benefit of creditors, is unable to pay its debts as they become due; files a voluntary petition in bankruptcy; is adjudicated to be a bankrupt or an insolvent debtor; files a petition seeking for itself any reorganization; or consents to or acquiesces in the appointment of a trustee, receiver or liquidator;
2. any proceeding seeking involuntary reorganization, or similar relief is filed against Customer which is not dismissed within one (1) month after filing, or if any trustee, receiver or liquidator of Customer or any substantial part of its business assets, or properties is appointed without STC's consent or acquiescence and such appointment is not vacated within one [1] month after such appointment;
3. Customer ceases doing business as a going concern or it or its shareholders take any action looking to its dissolution or liquidation; or
4. fails to perform any material obligations and such failure is not remedied within sixteen [16] calendar days after notice has been given by the Customer.
5. Customer fails to pay for any Purchase Order in accordance with the invoice payment terms;
6. Any change occurs in the direct or indirect ownership of Customer if, in STC's opinion, such change may be detrimental to STC's interest hereunder; or
Any cancellation pursuant to this clause will be in addition to and will not be exclusive of or prejudicial to any other rights or remedies at law or in equity available to STC.
29. WAIVER
No waiver will be valid unless in writing, signed by an authorized representative of STC and no waiver granted will release Customer from subsequent strict compliance herewith.
STC International s.r.l.