Updated October 2023

ART. 1 – SCOPE OF APPLICATION
These Conditions govern all supply relationships carried out by KSP Italia s.r.l. and apply to all relationships with Buyers/Customers even without direct reference, provided that these are, in any case, made known. Even in the event of derogations agreed upon in writing, these conditions will continue to apply for what is not expressly waived. Any general terms and conditions of purchase drawn up by the Buyer will not apply to the relationships between the Parties unless expressly accepted in writing by KSP Italia and, in any case, will not invalidate the effectiveness of these General Conditions, with which they must be coordinated.

ART. 2 – FORMATION OF THE CONTRACT
The placing of Orders by the Buyer/Customer and/or the confirmation of the Order by KSP, however made, implies the application of these Conditions of Sale. Offers made by agents, representatives, and commercial auxiliaries are not binding on KSP Italia until they are confirmed in writing. The Contract between Ksp Italia and the Customer presupposes knowledge of these General Conditions, as well as the existence of specific requirements on the part of the Buyer/Customer, essential for the completion of the purchase of the Products themselves. Therefore, by signing the Order, the Customer/Buyer guarantees:
— to know the Products and their operation, as well as the technical characteristics and potential related to the use of the devices subject to the Purchase, having viewed the Technical Data Sheet and the related instructions through the User Manual.
— to have adequately trained personnel (and/or personnel holding a specific certificate of participation in the free training course held at KSP’s premises).
— to be, therefore, able to intervene, through their own personnel, for problems concerning the use/utilization of the Products, providing the relevant
contacts for the expected assistance and necessary aid/support.
— to promptly inform KSP of any problems of any nature related to the use and potentially risky for the user, reporting, in any case, malfunctions and/or incidents directly to KSP for the consequent adjustment measures.
— to be perfectly aware of the above statements, which are to be considered an integral and substantial part of the Order itself.

ART. 3 – PRODUCT ORDER
Orders placed by Buyers/Customers will be sent to KSP (via e-mail; fax) and/or collected by KSP Agents. The order has the value of a purchase proposal to KSP, which will formalize acceptance by means of an “Order Confirmation” or, where possible, by sending a reply via e-mail to the e-mail address communicated by the Buyer/Customer. In this case, the confirmation message will include the order details and an Order Code, which will be tracked in every communication relating to it. The confirmation or execution of the Order makes the Order definitive and irrevocable for the Customer. The Customer may, before the delivery of the Product, proceed with the cancellation of the Order, without prejudice to KSP’s right to retain any sums received as an advance payment. The cancellation/revocation/modification of the Order after confirmation/acceptance by KSP has no effect, unless otherwise accepted or confirmed by KSP; in this case, it will be considered a new Order.

ART. 4 – WARRANTY
KSP Italia s.r.l. guarantees the performance of its manufactured products only and exclusively in relation to the uses, destinations, and applications indicated by it; it also guarantees that the products supplied correspond in quality and type to what is indicated in the catalogs and user manuals and that they are free from defects that could render them unsuitable for the use for which they are expressly intended. The warranty covers the free repair and/or replacement of defective or faulty mechanical parts or electrical components, as well as the labor necessary to replace them, with the customer only being responsible for any transport costs or on-site intervention costs for reports made after 8 days from the delivery of the goods. Batteries and all parts subject to deterioration and damage due to normal wear and tear are expressly excluded from the warranty.
For the conformity warranty to be effective, the buyer must report any defects or faults in writing within and no later than 2 months from the delivery of the products,

in the case of obvious defects, or from their discovery, in the case of hidden defects, and in any case no later than the warranty period. Complaints and requests for intervention must be submitted in writing by registered mail with return receipt, by e-mail, or by telegram to KSP Italia s.r.l. or to the authorized seller, the acting party in the sale, together with a copy of the purchase invoice. Any repair work must be carried out by the technical assistance service of the authorized dealer or by KSP Italia s.r.l. personnel; intervention on the product by unauthorized personnel will result in the immediate termination of the warranty. The warranty lasts for twenty-four months for the private consumer, i.e., the person who purchases the goods for purposes not related to their professional activity and makes the purchase without indicating a VAT number, and for twelve months if the buyer is a company, a professional, or in any case a subject who purchases indicating their VAT number. The warranty period starts from the date of issue of the purchase invoice. The effectiveness of the warranty for purchased products, in relation to claims made by professional resellers still owning the goods, is conditionally suspended upon the actual payment of the corresponding price at the agreed deadlines.

The warranty does not cover damage caused by incorrect maintenance and/or failure to comply with the instructions for use and warnings contained in the instruction booklet, by storage and use of the product in improper environmental conditions or different from those indicated in the user manual, by repairs carried out by the customer or unauthorized personnel, by dirt, stains, liquids, and abrasions of the upholstery, by power surges and sudden blackouts. Tears, holes, or unstitched seams must be contested upon delivery, otherwise being excluded from any warranty. The warranty does not, in any case, cover defects due to normal wear and tear, negligence, carelessness in use, improper use, incorrect installation, and/or connection of the products.

ART. 5 – TECHNICAL DATA AND DOCUMENTS RELATING TO THE SUPPLY
The weights, dimensions, prices, performance, colors, and other data relating to the products supplied and indicated in catalogs, price lists, circulars, or other illustrative documents, drawn up by KSP Italia s.r.l., as well as the characteristics of samples, are merely indicative and are not binding, except to improve performance, subject to communication to the Buyer if they are substantial changes.

ART. 6 – PRICES
The prices of the products in this price list are net of VAT. VAT is borne by the customer in accordance with the law. Prices are intended for material delivered Ex Works KSP Italia s.r.l., unless otherwise agreed in writing. K.S.P. Italia s.r.l. reserves the right to modify the current price list at any time in the event of increases in the cost of raw materials, labor, or any other factor that determines a significant increase in production costs, without the need for any prior notice. Unless otherwise agreed, payments will be made in Euro. Prices expressed in currencies other than the Euro may be subject to variations in relation to fluctuations in the relevant exchange rate.

ART. 7 – PAYMENTS
Payments and any other sum due for any reason to KSP Italia s.r.l. must be made at its registered office, according to the indications, terms, and methods agreed upon and indicated in the sales offer or order confirmation. Any payments made to agents, representatives, or commercial auxiliaries of KSP Italia s.r.l. are not considered made, and therefore do not release the buyer from their obligation, until the corresponding sums are received by the same. Any delay or irregularity in payments gives KSP Italia s.r.l. the right to: a) suspend current supplies, even if not related to the payment in question; b) change the payment and discount terms for subsequent supplies, including requiring advance payment or the issuance of further guarantees; c) demand, starting from the due date for payment and without the need for formal notice, default interest on the outstanding amount, at the rate provided for by the legal regulations currently in force for commercial transactions (in particular Legislative Decree 231/2002 and subsequent amendments), without prejudice in any case to the right to claim compensation for greater damages suffered. Furthermore, in the aforementioned cases, any sum due for any reason to KSP Italia s.r.l. becomes immediately payable; the buyer will be required to pay for the products in full even if exceptions, disputes, or controversies arise, which will be resolved only after payment of the amount due. The buyer preemptively waives the right to request compensation with any credits, however originated, against KSP Italia s.r.l.

ART. 8 – DELIVERY
Unless otherwise agreed, the supply of Products takes place by shipment Ex Works KSP Italia s.r.l., according to the means that will be indicated and agreed with the buyer or, in the absence of indications, according to the means indisputably identified by KSP Italia s.r.l.; the risks relating to the supply therefore pass to the buyer when the products are delivered to the carrier, who will be considered responsible for any breakages or shortages. Upon receipt of the goods, the buyer is required to check the integrity of the packaging and the transport document (DdT) accompanying the goods.
Given the purely indicative nature of the terms, the possibility of canceling the order due to delay in delivery is excluded, as is any liability of KSP Italia s.r.l. for all damages resulting from early or delayed delivery, whether total or partial. If the Buyer is not up to date with payments relating to other supplies, the commencement of the delivery terms will be considered suspended, and KSP Italia s.r.l. may delay deliveries until the Buyer has paid the amounts due. If, for reasons not attributable to KSP Italia s.r.l., the Buyer or the carrier designated by the latter fails to take delivery of the products, KSP Italia s.r.l., after notifying the Buyer, may store them, charging the latter for all related costs incurred.

ART. 9 – CLAIMS FOR DAMAGE DURING TRANSPORT
In compliance with Law No. 450 and Article 1698 of the Italian Civil Code, the unreserved receipt of the transported goods extinguishes the actions arising from the contract, except in the case of willful misconduct or gross negligence of the carrier. Therefore, in order to be able to claim compensation for damage caused to the goods during transport or their replacement, the customer must inspect the goods delivered by courier upon unloading. If such inspection is not immediately possible, the customer is required to sign the delivery notes with the wording “Subject to inspection” and to communicate any damage in writing, always in any case within and no later than 8 calendar days, to KSP Italia s.r.l., attaching a copy of the transport document (D.D.T.). This reservation must also be appropriately highlighted on the copy of the D.D.T. delivered to the carrier, who will in any case remain responsible for the damage caused to the goods. Failure to comply with the aforementioned procedure will make it impossible for the buyer to obtain the replacement of the damaged material and/or compensation for damages.

ART. 10 – RETURNS
KSP Italia s.r.l. does not accept returns of goods ordered and delivered to their destination unless expressly authorized and instructed by KSP Italia s.r.l. regarding the packaging and shipping methods of the goods.

ART. 11 – JUSTIFIABLE DELAYS
KSP Italia s.r.l. will not be liable for the failure to punctually fulfill its contractual obligations to the extent that such non-fulfillment is due, directly or indirectly, to: a) causes not attributable to it and/or force majeure; b) actions (or omissions) of the Buyer, including the failure to transmit the information and approvals necessary for KSP Italia s.r.l. to proceed with its work and the consequent supply of the products; c) failure by the Buyer to comply with payment terms; d) impossibility of obtaining the materials, components, imported goods, goods produced to specification, or services necessary for the execution of the work and the supply of the products. In the event that one of the aforementioned hypotheses occurs, KSP Italia s.r.l. will notify the Buyer, together with the quantification of the possible delay and the new delivery date.

ART.12 – REG. 745/2017UE

The obligations regarding the traceability of medical devices deriving from EU Regulation 2017/745, which the buyers undertake to fulfill, are to be considered well-known and operational.

ART. 13 – APPLICABLE LAW AND JURISDICTION
These General Terms and Conditions of Sale are governed by Italian law. For any dispute concerning the interpretation, application, and execution of these General Conditions, the Court of Spoleto shall have exclusive jurisdiction.