Panzeri Carlo S.r.l. - GARANZIA GENERALE B2B - TERMS AND CONDITIONS
Pursuant to this warranty (hereinafter referred to as the “Warranty”), subject to the limitations hereinafter specified, Panzeri Carlo S.r.l. (hereinafter referred to as the “Guarantor”) shall guarantee that the items purchased, after 01/10/2020 and directly from it, by B2B customers, the acquiring office of which is based in the European Union or in the European Free Trade Area (hereinafter respectively referred to as the “Products” and the “Buyers”), are free from defects in components, materials and manufacturing thereof, provided that they are used under normal use and service conditions, in a manner appropriate for the purpose thereof and in accordance with their operation manuals.
The Guarantor shall provide the Warranty under the following terms and conditions:
1) Sole Warranty
1.1 The Buyers hereby acknowledge that the Warranty is the sole warranty from the Guarantor regarding the Products and encompasses all guarantees by the Guarantor, whether contractual or provided for by the applicable laws and regulations, with such respect.
2.1 As already indicated above, the Products are to be identified as all the items sold by the Guarantor and purchased, after 01/10/2020 and directly from it, by the Buyers.
2.2 It is however hereby acknowledged by the Buyers that the Warranty shall not cover any product or component sold by the Guarantor, which is not directly manufactured by this latter one, provided that it is branded, and with a brand which is not “Panzeri”.
2.3 By way of exception to paragraph 2.1 above, the Warranty shall not cover also the following Products (altogether hereinafter referred to as the “Exceptional Products”):
• the electronic ballasts, when they are not packaged and sold by the Guarantor together with the Products embedding LED modules they pertain to, at first delivery; and
• the same Products embedding LED modules, when they are not packaged and sold by the Guarantor together with the electronic ballasts thereof, at first delivery.
3) Warranty duration
3.1 The Warranty covers the defects of the Products resulting from defective components, materials or manufacturing thereof, if such defects are detected during the period of 2 (two) years from the date of invoice (hereinafter referred to as the “Validity Period”) and a written notice with return receipt thereof is served to the Guarantor within 8 (eight) days from the detection.
3.2 The Validity Period shall not be extended by the time from the detection of the defects in the Products until their restoration or replacement, nor shall restart after the aforesaid restoration or replacement.
4) Warranty services (i.e. restoration or replacement) provision conditions
4.1 During the Validity Period, the Guarantor shall repair or replace, at its option, but - in any case - at its own expenses, the defective Products which are detected by the Buyers.
4.2 Safe for the further limitations and conditions set forth in the Warranty, the Products shall be deemed “defective” only if they fail to perform, under normal use and service conditions, their functions as indicated in the operation manuals or in the technical specifications supplied with the same and if such circumstance is proven and acknowledged by the Guarantor.
4.3 For allowing the Guarantor to perform the checks deemed adequate by the same, in order to grant or deny the aforementioned acknowledgment that a Product is defective, when the Buyers detect allegedly defective Products and serve a written notice thereof pursuant to paragraph 3.1 above, they shall preserve them integral, with all the components thereof and in the same conditions in which they were at the time of the alleged detection of defects (including the light source), as long as the Guarantor deems it appropriate to perform its tests.
4.4 The aforesaid restoration or replacement services shall be provided by the Guarantor subject to the following conditions:
• the Buyers, in serving notice to the Guarantor pursuant to paragraph 3.1, shall also provide:
a) proofs of the date of purchase, delivery and installation which are deemed satisfactory by the Guarantor;
b) adequate fiscal documentation, evidencing that they have integrally fulfilled their payment obligations, pursuant to the terms and conditions of sale agreed with the Guarantor;
c) a detailed, readable and understandable description of the alleged defects, drafted in English language;
• the allegedly defective Products shall be returned by the Buyers integrally, in an adequate packaging (also in consideration of the specific transportation requirements it shall fulfill) and with all the parts thereof or other Products packaged or sold therewith at first delivery by the Guarantor, or - anyway - as otherwise instructed by this latter one, provided that a previous explicit written request by the same Guarantor is received with respect to such return delivery;
• the Guarantor reserves the right to replace the defective Products with a free-of-defects equivalent, provided that such equivalent ensures efficiency and functionality equal to, or higher than, the original Products;
• the Buyers acknowledge that the aforementioned equivalent may vary from the original in shape and in size, provided that the requirements in terms of efficiency and functionality set forth in the bullet point above are fulfilled;
• the Guarantor also reserves the right to replace or repair the defective Products with free- of-defects ones which are recycled/reused or manufactured with recycled/reused materials and/or components, always provided that such recycled/reused Products/components/materials ensure efficiency and functionality equal to, or higher than, brand new Products/components/materials;
• finally, the replaced defective Products shall become once more the property of the Guarantor.
4.5 The Buyers hereby explicitly acknowledge and understand that failing to fulfill any of the conditions above shall exclude the Warranty's coverage as for the defects concerned by such failure.
5) Warranty exclusions
5.1 The Warranty shall not cover:
a) damage and defects due or resulting from incorrect installation or configuration, or from other set-up or maintenance activities non-compliant with the relevant applicable laws and regulations, inconsistent with the operation manuals or contradictory to the technical specifications supplied with the Products by the Guarantor, and - more broadly - from any installation, configuration or other set-up or maintenance activities carried out by not adequately qualified personnel or external technicians;
b) damage and defects due or resulting from unforeseeable natural phenomena, unexpected events, inappropriate voltage or defective supply materials, and - more broadly - from any accident or other external factors out of the reasonable control of the Guarantor;
c) damage and defects due or resulting from the usage of improper or non-genuine supply materials;
d) damage and defects due or resulting from the user's fault or lack of knowledge, and - more broadly - from any misuse, negligence or abuse by the aforesaid user, as well as from any other use by this latter one non-compliant with the relevant applicable laws and regulations, inconsistent with the operation manuals or contradictory to the technical specifications supplied with the Products by the Guarantor;
e) damage and defects due or resulting from transportation and handling;
f) damage and defects due or resulting from electrical power disturbances (surges), provided that not compliant with the thresholds allowed by the current applicable standards IEC 61000-4-5:2005 and IEC 61547:2009;
g) damage and defects due or resulting from the usage of the Products in environments not compliant with the thresholds of supply voltage and/or temperature and humidity allowed by the current applicable standards and/or regulations, and - more broadly - from any electrical, mechanical or chemical stress not compliant with the aforesaid thresholds;
h) Products anyway tampered by the Buyers or by any third party, including by way of repairing them or of implementing willful constructional variations, modifications and adjustments thereof;
i) Products for which the Buyers have not integrally fulfilled their payment obligations, pursuant to the terms and conditions of sale agreed with the Guarantor, or for which they are not able to provide adequate fiscal documentation, as evidence of purchase and payment thereof;
j) functioning Products allegedly or actually causing disturbing acoustic noises, the tolerance of which is subject to personal perception of the listener, provided that anyway compliant with the thresholds allowed by the current applicable standards and/or regulations;
k) plastic and painted parts of Products suffering discoloration or deterioration due to aging;
l) consumables or other parts of Products with a functionality normally limited in time due to their natural wear and tear;
m) damage and defects causing failures in the performance of the Products under their average nominal failure rate; being hereby agreed and understood that this latter rate, for electronic ballasts and components or LED modules, is set on the 0.2% (zero point two percent) per 1000 (one thousand) hours of functioning, unless otherwise indicated in the relevant technical specifications supplied with such Products by the Guarantor;
n) decreases in the luminous flux of LED modules under the 0.6% (zero point six percent) per 1000 (one thousand) hours of functioning;
o) modifications or discrepancies, as respect to the original Products embedding LED modules, in the luminous flux or in the color of light of the LED modules sent by the Guarantor to the Buyers in replacement of defective ones, or in additional subsequent orders;
p) alterations in the color of light of LED modules, even if compared to that of other Products embedding LED modules;
q) the activities specified in the operation manual, which remain the sole responsibility of the Buyers in their own capacity and at their own expenses;
r) the restoration or replacement of defective Products, when carried out by the Buyers or by third parties appointed by these latter ones, without the previous explicit approval in written by the Guarantor;
s) the restoration or replacement of defective Products, when not returned by the Buyers integrally, in an adequate packaging (also in consideration of the specific transportation requirements it shall fulfill) and with all the parts thereof or other Products packaged or sold therewith at first delivery by the Guarantor, or - anyway - as otherwise instructed by this latter one;
t) ancillary costs due or resulting from the restoration or replacement of defective Products, including, but not limited to, those for assembling and dismantling (comprising those in connection with the lifting equipment, the scaffolding and the travel expenses of the competent personnel or external technicians), labor, transportation of the defective or of the restored/replaced Products, transfer and disposal, which shall be consequently borne by the Buyers;
u) ancillary costs due or resulting from the requested restoration or replacement of allegedly defective Products, which are then found to be non-defective, including, but not limited to, those for assembling and dismantling (comprising those in connection with the lifting equipment, the scaffolding and the travel expenses of the competent personnel or external technicians), labor, transportation of the allegedly defective Products, transfer and disposal, which shall be consequently borne by the Buyers, and those for checking the aforesaid Products, which shall be charged to the Buyers, too;
v) the restoration or replacement of non-defective damaged/non-functioning Products;
w) ancillary costs due or resulting from the aforementioned restoration or replacement of non- defective damaged/non-functioning Products, including, but not limited to, those for assembling and dismantling (comprising those in connection with the lifting equipment, the scaffolding and the travel expenses of the competent personnel or external technicians), labor, transportation of the damaged/non-functioning or of the restored/replaced non-defective Products, transfer and disposal, which shall be consequently borne by the Buyers, and those for checking the aforesaid Products, which shall be charged to the Buyers, too.
6) Force majeure
6.1 The Guarantor shall not be held responsible for any failure in the performance of the obligations set forth in the Warranty, whenever such failure is caused by a force majeure afflicting the Guarantor or the manufacturers of the components of the Products not directly manufactured by the same Guarantor. Force majeure means any event or circumstance beyond reasonable control of the afflicted natural or legal person which prevents this latter from fulfilling its obligations, or results in a performance of the aforesaid obligations that is inconsistent with the conditions agreed for the same, and which could not have been foreseen by the aforementioned natural or legal person acting with professional accuracy at the moment of assuming such obligations.
7) Limited Warranty
7.1 The Guarantor reserves the right to refuse to fulfill any of its obligations under the Warranty if it would result in a breach of the relevant applicable laws.
7.2 The rights granted by the Warranty shall not include the right of the Buyers to claim:
• any loss of profits in connection with the defects of the Products;
• damages for any material losses caused by the defective Products;
• further damages for any service interval deriving therefrom;
• any discount, deferred payment or termination with cause of products – whether Products or not – purchase, distribution or supply agreements, which they may have entered with the Guarantor;
• as well as, any other burden for the Guarantor which is not explicitly provided for by the same Warranty.
Moreover, the Guarantor shall also not be held responsible for any property damage caused by the aforesaid Products.
8) Governing Law
8.1 The Warranty and the underlying guarantees shall be governed by and construed in accordance with the Italian Law, excluding its conflict of laws principles, when providing for the application of any other national Law, as well as the United Nations Convention on the International Sales of Goods, when providing for more restrictive terms, or a superior burden, for the Guarantor.
9.1 The Courts of Monza (MB) – Italy shall have exclusive jurisdiction over any dispute relating to the terms and conditions of the Warranty and of the underlying guarantees, their validity, their enforcement and their interpretation. However, when the subject matter of such disputes is reserved by the governing Law to the exclusive jurisdiction of the Firms' Courts, the Firms' Courts of Milan – Italy shall have exclusive jurisdiction.