Standard sales conditions

These standards sales condition comes directly from the system of rules designed by Assofluid (Italian Association of Hydraulic and Pneumatic Operators and Manufacturer).


1 - SUBJECT AND SCOPE OF APPLICATION OF THESE STANDARD CONDITIONS
1.1 - These standard conditions shall govern all present and future contractual and pre-contractual relations between parties concerning the supply of pneumatic components, equipment and systems.
They shall be coordinated with any special conditions agreed in writing by the parties or inserted in the AIRON Srl written confirmation of acceptance of order. 1.2 - Unless specifically approved in writing by AIRON Srl, deviant general or special conditions included or referred to by the Customer in his communications to AIRON Srl shall however be deemed null and void.

2 - FORMATION OF CONTRACT
The supply contract comes into force upon written confirmation of acceptance of order of AIRON Srl.
2.2 - However, if the conditions indicated in the Customer’s order differ from those in the confirmation written by AIRON Srl, the latter shall count as a new proposal and the contract shall be deemed completed at the moment in which the Customer starts to execute it or accepts the products supplied without express written reservation.
2.3 - Every further AIRON’s offer shall be deemed valid only within the period of time it itself states and exclusively for the complete supply the offer rates.

3 - TECHNICAL DATA, DRAWINGS AND DOCUMENTS PERTAINING TO THE SUPPLIES
3.1 - The data and illustrations resulting from the catalogues, brochures, circulars or other illustrative documents from AIRON Srl shall be of an indicative nature. This data shall have no commitment value unless expressly mentioned as such in the confirmation of order.
3.2 - AIRON Srl reserves the right to make any modifications to his own products at any moment as he deems appropriate.
3.3 - If the Customer proposes modifications so that it becomes compulsory to implement them, there shall be full written agreement between the parties on the variations which such modifications may cause to prices and delivery periods previously established. Moreover, the prices could vary in case the ordered quantities should be reduced or the Customer should ask for a more prompt delivery.
3.4 - The Customer shall expressly undertake not to use, for purposes other than those envisaged in the supply contract, the drawings, technical information and discoveries relating to the supply which shall remain property of AIRON Srl and which the Customer shall not be able to deliver to third parties nor reproduce without written permission.
3.5 - Should there be any particular normative law to respect in the Country of destination of the Supply, the Customer is bound to inform AIRON Srl before the stipulation of the contract.

4 – EXCLUSIONS
4.1 - Unless otherwise agreed in writing, the plan of the system, the installation of equipment supplied, special testing, manuals and trading courses, assistance with start-up and all services and costs not mentioned in the written confirmation of acceptance of the order by AIRON Srl shall not be included in the supply.
4.2 - Likewise the costs of packing, taxes, stamp duties, customs expenses, duties and any other extra expenses shall not be included in the prices unless otherwise stated in the written confirmation of acceptance of order by AIRON Srl.

5 – DELIVERY
5.1 - Unless there is agreement to the contrary, the supplies shall be deemed to be goods supplied EX-WORKS (Incoterms® 2010, ICC Paris) without packing.
5.2 - With handover of the equipment to the Customer or carrier AIRON Srl shall be released from the obligation to deliver and all risks on the equipment itself shall pass to the Customer even in the event where AIRON Srl is responsible for the despatch or assembly for working.
5.3 - The delivery deadlines shall be regarded as an indication and shall be reckoned in working days.
5.4 - Unless otherwise agreed by the parties, the deadlines shall start to run from the moment of conclusion of the contract, unless the Customer has to meet part of the price on an account basis because then the elapse of the deadlines shall be suspended until he has paid this.
5.5 - It shall be understood that the delivery deadlines are automatically extended:
1) if the Customer does not supply in reasonable time the data or equipment necessary to the supply or requests changes during execution or, even, delays in meeting the request for approval of the drawings or working diagrams;
2) if causes independent of the goodwill and diligence of AIRON Srl, including delays of subcontractors, impede or render excessively difficult delivery in the terms established.
5.6 - In the event the Customer is not in order with payments relating to other supplies, the elapse of the deadlines shall be suspended and the AIRON Srl may delay delivery until the Customer has paid the sums due.
5.7 - It shall be understood that the delivery deadlines are set to favour AIRON Srl; the Customer may not therefore refuse to take delivery of products before the date set.
5.8 - Unless prescribed under Art. 11 below, in the event of failure to take delivery of products by the Customer for reasons for which is he is to blame or, in any case, for a reason independent of the goodwill of AIRON Srl, the Customer shall bear the risks and expanses for their safe keeping.
5.9 - If the parties have agreed that, in the event of delayed delivery, AIRON Srl is obliged to pay a sum as a penalty, the Customer may not ask for sums in excess of the penalty as compensation for damages suffered because of the delay.

6 - TESTING AND ASSEMBLY WORK
6.1 - Special testing which may be provided in the written confirmation of acceptance of order shall be carried out at the Customer’s expense on the premises indicated by AIRON Srl.
6.2 – Installation and testing, if required, can be carried out by Airon Srl and will be charged to the Customer.
The Customer shall be responsible for the proper condition of the places involved and for their compliance to the applicable law provisions about work, occupational safety and environment; the Customer will also indemnify and hold harmless Airon Srl from any costs, expenses, responsibilities or damages that should come to it.
Airon srl shall not be held responsible for any damage that may occur to the erroneous behavior of the Customer’s staff involved in installing and testing operations.

7 – PAYMENTS
7.1 - Unless otherwise agreed, payments shall be made by the Customer within the terms provided in the written confirmation of acceptance of order of AIRON Srl domicile or with the Bank indicated by him: in the event of delay, the Customer shall be bound to pay interest on arrears which shall be calculated automatically and without the need to set up a moratorium at the official rate of discount plus three points, in any case reserving to AIRON Srl the option to request compensation for greater damage suffered and termination of the contract as per Art. 11 below.
7.2 - Any disputes which may arise between the parties shall not release the Customer from the obligation of observing the payment terms and conditions.

8 – GUARANTEE
8.1 - AIRON Srl shall guarantee conformity of the products supplied, which shall mean that they are without defects in their materials and/or processing and that they correspond to the provisions of the specific contract agreed to by both parties.
In particular for customized products, made ​following Customer’s specifications, the Customer declares to have adequate knowledge and experience and to possess adequate equipment to assure the responsible use of Seller’s products.
Airon Srl cannot be held responsible for any damage, malfunction or for other costs the Customer should have in case of damages, malfunctions or other expenses arise, directly or indirectly, from Customer’s incompetence. The Customer must assure the right use of Seller’s products according to their functions and properties as indicated in the contract documents.
8.2 - The duration of the guarantee shall be twelve months counting from the delivery of the products and, for substituted products or components, from the day of their substitution.
8.3 - Within this period AIRON Srl to whom the Customer has reported in writing the existence of evident defects no later than eight days from their delivery and the existence of hidden defects no later than eight days from their discovery shall undertake, at his choice, to repair or substitute free the products or parts thereof which have proved to be defective. The return of not conforming goods shall be always authorized in writing by AIRON Srl and shall have to keep the original packaging.
8.4 - The substitutions or repairs shall as a rule be carried out ex-works: the costs and risks for transport of faulty products shall be at the Customer’s expense. However, if AIRON Srl, in agreement with the Customer, deems it more appropriate to carry out the necessary work for substitution or repair on the Customer’s premises, the latter shall bear the travelling and accommodation expenses of the technical staff made available by AIRON Srl and shall supply all means and auxiliary staff requested for carrying out the operation in the quickest and safest way.
If the warranty intervention will be carried out at the Customer’s place, they follow conditions mentioned in paragraph 6.2.
8.5 - The warranty period expires when:
1) standard products have been installed and/or used and/or maintained in a different way from what Airon Srl specifies in the "Technical Information - Use and Maintenance" section and in "technical information" section of each product shown in the catalogue which is even published on www.airon-pneumatic.com.
2) customized products manufactured following customer's specifications have been installed and/or used and/or maintained differently from what Airon Srl specifies in the "Technical Information - Use and Maintenance" document, which is previously approved by the customer and that is integrant part of the contract.
3) all products have been modified or repaired without Airon srl written approval.

9 - SUPPLIER RESPONSIBILITY
9.1 - AIRON Srl shall be solely responsible for the good operation of the pneumatic equipment supplied as regards features and performances expressly indicated by himself. He shall not, however, assume any liability for any faulty operation of machines or systems made by the Customer or third parties with pneumatic components from AIRON Srl even if the individual pneumatic equipment have been assembled or connected according to diagrams or drawings proposed by AIRON Srl, unless such diagrams and drawings have been the subject of separate remuneration, in which case liability of AIRON Srl shall in any case be limited to what is contained in the above/mentioned drawings or diagrams.
9.2 -In any case, beside of the cases fixed by current legislation relating to the liability of the Supplier, and except what stated by art. 1229 Italian Civil Code, Customer neither can claim compensation for direct and indirect damages, lost profits or production losses, nor can ask as compensation amounts exceeding the value of the supplied goods.

10 - RESERVATION OF OWNERSHIP
10.1 -
AIRON Srl shall retain ownership of the products supplied until full payment of the price agreed.

11 - TERMINATION CLAUSE AND RESOLUTORY CONDITION
11.1 - The contract for supply shall be terminated automatically, according to art. 1456 of the Italian Civil Code, through simple written declaration by AIRON Srl that he wishes to avail himself of this express termination clause if the Customer:
1) omits or delays payments due;
2) delays or fails to take delivery of the products in the times provided under art. 5 above;
3) does not fulfil the obligations of confidentiality provided under art. 3.4.
11.2 – The contract shall be deemed terminated automatically if the Customer is put into liquidation or is subject to any bankruptcy proceedings.

12 - WITHDRAWAL BY AGREEMENT
12.1 -
If the Customer reduces the guarantees ha had given or does not provide the guarantees he had promised, AIRON Srl shall have the option of withdrawn from the contract without the need of prior notification
.

13 - LAW APPLICABLE
13.1 -
Every supply contract entered into among the parties, even with foreign countries, shall be regulated by these standard conditions and governed by the Italian law.

14 - COMPETENT COURT
14.1 -
For any dispute pertaining to the execution, interpretation, validity, termination or cessation contracts entered into between the parties, if the action is brought by the Customer, the Court of Rovigo exclusively shall be competent; if, however, the action is brought by AIRON Srl, as well as the Court of Rovigo himself, any other Court established by law shall be competent.

AIRON S.r.l.


ACTUATORS WORKING CONDITIONS DURING THEIR LIFE CYCLE

ASSEMBLY: Unless specific written agreements, the actuator and its load must be assembled according to AIRON general catalogue instructions using specific assembly tools and adequate tightening screws in relation to the materials that realize the threaded coupling.

WORKING CONDITIONS: Unless specific written agreements, the fixed working conditions (temperature, pressure, speed, fluid, cushioned energy and allowable loads) are shown in the catalogue.

• Fixed working conditions provided for magnetic sensors, including accessories and actuators with potentiometer, are shown in the catalogue and in the instruction sheets supplied together with the product or that can be downloaded from the website.

• Fixed working conditions for products with 94/9/EC (ATEX) marking are included in the document "OPERATING INSTRUCTIONS" supplied together with actuators.

ENVIRONMENTAL CONDITIONS: Unless specific written agreement, for all actuators, excepted for STAINLEES STEEL ones, environmental conditions must prevent any onset of strong event (pitting, hydrogen embrittlement and stress-corrosion), for this reason it must be avoided chlorate or sulfured environments (for example marine and volcanic environment or acidic/alkaline smog high density areas).

• Whether or not from environmental conditions,  during long periods of inactivity, where the piston rod is not in a not completely retracted position, a protective lubricant can be used but it should be compatible with piston rod gasket compound.

• In case of STAINLESS STEEL actuators, please contact AIRON srl.

MAINTENANCE: it must be performed when one of the following conditions happens:

• the discover of considerable air leakages (or any evident irregularity in the working);

• "L" distance exceeding 500 km (L [km] = 2 x stroke [mm] x N° of cycles/1.000.000);

• once a year.

Maintenance must be performed by a qualified technician who must carry out the following steps:

a) visual inspection of the integrity of actuator’s constituent parts (scratches on piston rod and barrel) and inspection about the absence of corrosion and abrasive agents on the piston rod and inside the barrel and verification (if any) of  pneumatic cushions’ functionality and magnets’ integrity.

b) Replacement, with original spare parts, of all seals.

c) Cleaning and greasing of all components.


.........Rovigo, 28/08/13

AIRON S.r.l