Enforceability of Terms and Conditions of Sale
When customer buy products from Agrius IT, Agrius IT rules apply exclusively. Every customer gets these terms before ordering, and by making a purchase, customer automatically agree to these terms. Even if customer haven’t explicitly accepted these terms in writing, buying any product from Agrius IT implies customer acceptance of these conditions, and they take priority over any terms customer might have in their own purchase orders or documents. If Agrius IT doesn’t dispute customer terms immediately, it doesn’t mean they’ve waived their conditions for future purchases.
Modification or cancellation of order
Once Agrius IT confirms an order, the Client cannot cancel or change it without written agreement from Agrius IT, which will specify the conditions for such changes or cancellations.
The Client needs explicit approval from Agrius IT before returning any Product for a credit note. The Client is responsible for the risks, expenses, and liability associated with the transportation of the related Products.
Agrius IT has the right to cancel any pending or other orders if:
- The Client delays or fails to make payment for this or any other order.
- The Client breaches any terms outlined in this document.
- There are significant changes in the supply conditions of raw materials or components provided by a third party.
- Uncontrollable events prevent the transportation of Products or the supply of raw materials.
- There's a risk of the Client becoming insolvent or failing to meet payment conditions and deadlines.
Price
Products are sold at the price when the order is placed. Prices shown do not include VAT. Products are picked up at Agrius IT place, and transportation, installation, and setup costs are not included unless mentioned in the price offer. Agrius IT can change its prices if its suppliers or service providers change their tariffs or sales conditions.
Invoicing and Modalities of Payment
Invoices are made for each delivery when products are at Agrius place for sending. Unless mentioned otherwise, payments are due within 30 days from the invoice date. Agrius IT can ask for immediate payment or guarantees if there are payment issues or financial problems with the client. There’s a penalty of 10% of the sales price without VAT for delayed payments, payable on Agrius IT request. If any installment mentioned on the invoice isn’t paid, the full price becomes immediately payable.
Agrius IT can suspend or cancel deliveries for late payments, without affecting other remedies. If payments are late, all amounts due for other deliveries become immediately payable unless Agrius IT decides to cancel those orders. Agrius IT can keep any advance payments without giving up further claims for damages or interests. Invoices can be disputed within 60 days from the issue date; after that, they’re considered accepted and cannot be disputed. No discounts are given for early payment.
Dispatching – Deliveries
Modalities of Delivery:
Unless otherwise specified in the sale conditions, products are considered delivered from our premises (Ex-Works) once they are loaded onto trucks for the carrier. If the client causes a delay in dispatch, we reserve the right to charge storage fees. If delivery at a specific destination is indicated, Agrius IT or our chosen carrier will transport the products to the agreed-upon location. Regardless of the delivery terms, the client assumes responsibility for costs, risks, and any damage to the products once they are available at our premises or handed over to the carrier. Additionally, the client is responsible for unloading the products at the destination, irrespective of the delivery terms.
Delivery Dates:
The delivery times provided by Agrius IT to the Client are estimates and subject to change. Agrius IT may perform partial deliveries, and any delays in delivery do not entitle the Client to cancel the order or claim penalties, damages, or interest.
Late Deliveries – Force Majeure:
Agrius IT shall not be responsible for delays or default of delivery imputable to the Client. Agrius IT shall not be considered as defaulting when performance of its obligations is delayed, disrupted or prevented by an event of Force Majeure out of the reasonable control of Agrius IT or its suppliers. Shall notably be considered as events of Force Majeure excusing non-performance of Agrius IT obligations: any cause beyond Agrius IT control including, without limitation, fire, strikes, floods, epidemics, natural disasters, quarantine restrictions, wars, transport disruption, shortage of labor, raw materials or means of production. In any event, timely delivery is subject to the timely performance of any Clients’ obligations towards Agrius IT.
Agrius IT is not responsible for delays caused by the Client, and they won’t be considered in default if their ability to fulfill obligations is disrupted by a Force Majeure event beyond their control, such as natural disasters, wars, or supply shortages. However, timely delivery also depends on the Client meeting their obligations towards Agrius IT.
Reception of Products:
Agrius IT considers products as received and accepted when they leave their premises. If the delivery is “Ex-Works,” no claims about the quantity of products will be accepted if the client or their representative isn’t present during delivery.
Upon the products reaching their destination, regardless of the delivery terms, it’s the responsibility of the client or their representative to check the condition of the products before unloading them. If there is any loss or damage, the client must notify the carrier via registered mail with acknowledgment of receipt within three days of receiving the products.
Conformity of Products – Guarantee and Liability
Guarantee:
The equipment sold comes with a 90-day warranty against material and workmanship defects from the delivery date. Any issues or discrepancies with the delivered product must be reported within 8 days of delivery, or the delivered items will be considered compliant with the order. Agrius IT’s responsibility under the warranty is limited to replacing defective parts or products, requiring prior written consent for returns and covering transportation costs for authorized replacements. Additionally, after the warranty period, Agrius IT may offer support and assistance services under their general maintenance terms.
Exclusion of Guarantee:
Agrius IT excludes from its guarantee any defects caused by normal wear and tear, third-party actions, misuse, unauthorized modifications, environmental conditions beyond specifications, or if the client uses the product after discovering a defect without Agrius IT consent. Additionally, this guarantee is the only one provided, overriding any other express or implied warranties.
Limitation of Liability:
Agrius IT is not liable for indirect damages (like operating losses, data or profit loss) resulting from product defects preventing its use, even if Agrius IT was informed of such potential damages.
In any case, Agrius IT liability for damages suffered by the client is strictly limited to 5% of the sales price (without VAT) paid by the client for the defective product.
Retention of ownership clause
The products supplied by Agrius IT are subject to an ownership retention clause, where transfer of ownership occurs only upon full payment by the client, despite the transfer of risks upon delivery. The client must secure insurance, maintain separate identification and storage, and promptly notify Agrius IT in case of third-party interference, seizure, or similar events. The client is prohibited from using the products as collateral or transferring ownership as security, with Agrius IT empowered to enforce this clause. In case of default or breach, Agrius IT reserves the right to request the return of the products at the client’s expense, accessing the client’s premises if necessary. Termination of the contract without court involvement is possible if the products are not returned, with subsequent court action at the client’s cost if needed. This ownership retention remains valid even in cases of insolvency, and if the client sells the products, Agrius IT’s receivable amount transfers to the price owed by the client’s customer, necessitating disclosure of purchaser details upon request. Any advance payments received by Agrius IT will be retained by the company.
Confidentiality
The Client acknowledges that all information, data, and documents provided by Agrius IT during this agreement are Agrius IT exclusive property and must be kept confidential. The Client agrees not to disclose this information to anyone else without Agrius IT explicit consent and must return all such materials upon Agrius IT request, ensuring their employees or partners also maintain this confidentiality even after the agreement ends.
Miscellaneous
These terms, along with any specific conditions, make up the agreement between both parties. If there’s a conflict, the specific conditions will take precedence. Any changes to this agreement must be in writing and agreed upon by both parties. If any part of these terms is found to be illegal or void, it will be adjusted to reflect the original intentions while keeping the other terms intact. Additionally, the Client cannot transfer their rights and responsibilities in this agreement without written consent from Agrius IT.
Language
These language for sales terms and conditions is English.
Applicable Law
The applicable law for each territory will be the law of that territory where Agrius IT is incorporated.
Jurisdiction
Any disagreements about the meaning or use of these sales terms and any disputes regarding the business dealings between both parties will be handled solely by the Courts at Agrius IT regional corporate office, regardless of the payment methods accepted. This applies even in urgent legal procedures, guarantee claims, or situations involving multiple defendants, overriding any conflicting clauses in agreements.