Terms & Conditions

Article 1. Applicability

These terms and conditions of sale (“Terms”) are the only terms that govern the sale of goods (“Goods”) by Alter Ego Italy North America (“Seller”) to the buyer (“Buyer”) named on the accompanying order confirmation (“Order Confirmation” and, together with these Terms, the “Agreement”).

This Agreement comprises the entire agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations, warranties and communications, both written and oral, with respect to that subject matter.

Seller expressly rejects Buyer’s general terms and conditions of purchase, and fulfillment of Buyer’s purchase or other order does not constitute acceptance of such terms and conditions or serve to modify, amend or supplement this Agreement.

Acceptance of the Order Confirmation by Buyer, which shall be deemed accepted should Buyer not object in writing within three business days of receipt of the Order Confirmation, is a prerequisite to the purchase of the Goods and will operate as an acceptance of these Terms, which are expressly incorporated into the Order Confirmation.

Notwithstanding anything herein to the contrary, if a written contract signed by both parties is in existence covering the sale of Goods, then such contract will prevail to the extent of any inconsistency with this Agreement.

Article 2. Delivery

Goods will be delivered within a reasonable time after the Order Confirmation, subject to availability. Delivery dates given by Seller are estimates only and are subject to shipping variations and requirements. Seller will not be liable for any delays, loss or damage in transit.

Unless otherwise set forth in the Order Confirmation, Seller will deliver Goods to the address listed in the Order (“Delivery Point”) using Seller’s standard methods for packaging and shipping Goods.

Seller may, in its sole discretion, without liability or penalty, make partial shipments of Goods to Buyer. Each shipment will constitute a separate sale, and Buyer will pay for the units shipped whether the shipment is in whole or partial fulfillment of Buyer’s purchase order.

Article 3. Title and Risk of Loss

Title and risk of loss pass to Buyer upon delivery of Goods at the Delivery Point. As collateral security for the payment of the purchase price of Goods, Buyer hereby grants to Seller a lien on and security interest in and to all of the right, title and interest of Buyer in, to and under Goods, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds, including insurance proceeds, of the foregoing.

The security interest granted under this provision constitutes a purchase money security interest under the Delaware Uniform Commercial Code.

Article 4. Inspection

Buyer will inspect Goods within three days of receipt (“Inspection Period”). Buyer will be deemed to have accepted Goods unless it notifies Seller of any damaged, defective or otherwise nonconforming Goods during the Inspection Period and furnishes such evidence as reasonably required by Seller.

If Buyer timely notifies Seller of any nonconforming Goods, Seller will, in its sole discretion:

Replace the nonconforming Goods with conforming Goods; or
Credit or refund the price paid for the nonconforming Goods, together with any reasonable third-party shipping and handling expenses actually incurred and paid by Buyer in connection therewith.

Buyer will ship, at its expense and risk of loss, the nonconforming Goods to Seller’s facility listed in the Order Confirmation.

If Seller exercises its option to replace the nonconforming Goods, Seller will, after receiving Buyer’s shipment of the nonconforming Goods, ship the replacement Goods to the Delivery Point at Buyer’s expense and risk of loss.

Except as provided in this Article, all sales of Goods to Buyer are made on a one-way basis, and Buyer has no right to return Goods purchased under this Agreement to Seller for replacement, credit, refund or otherwise, except as set forth herein.

Article 5. Price

Buyer will purchase Goods from Seller at the prices (“Prices”) set forth in Seller’s published price list in force as of the date of the Order Confirmation.

All Prices are exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any governmental authority on any amounts payable by Buyer.

Buyer will be responsible for all such charges, costs and taxes, provided that Buyer will not be responsible for any taxes imposed on, or with respect to, Seller’s income, revenues, gross receipts, personnel, real or personal property, or other assets.

Article 6. Payment Terms

Buyer will pay Seller all invoiced amounts due within 30 days after the date of Seller’s invoice. All payments hereunder will be in US dollars and made by ACH, bank transfer or credit card.

Buyer will pay interest on all late payments at the lesser of the rate of 3% per month or the highest rate permissible under applicable law.

Buyer will reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, reasonable attorneys’ fees.

In addition to all other remedies available under this Agreement or at law, Seller will be entitled to suspend the delivery of Goods if Buyer fails to pay any amounts when due hereunder and the failure continues for 30 days following notice thereof.

Buyer will not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Seller.

Article 7. Limited Warranty

Seller warrants to Buyer that, for a period of 18 months from the date of shipment of Goods (“Warranty Period”), Goods will materially conform to Seller’s published specifications in effect as of the date of manufacture.

The warranties under this Article do not apply where Goods have been subjected to abuse, misuse, neglect, negligence, accident, abnormal physical stress or environmental conditions, use contrary to applicable law or any instructions issued by Seller, or improper storage or handling.

Article 8. Warranty Claims

During the Warranty Period:

Buyer will notify Seller of any alleged warranty claim within five days from the date Buyer discovers, or upon reasonable inspection should have discovered, the alleged claim, but in any event before the expiration of the Warranty Period.
Buyer will ship the relevant Goods within 10 days of the date of its notice to Seller, at Seller’s expense, to Seller’s facility listed in the Order Confirmation for inspection and testing by Seller.
If Seller’s inspection and testing reveals, to Seller’s reasonable satisfaction, that the Goods do not conform with the limited warranty set forth herein, Seller will, in its sole discretion and at its expense, subject to Buyer’s compliance with this Article, either replace the nonconforming Goods or credit or refund the Price of the nonconforming Goods, less any applicable discounts, rebates or credits.
If Seller exercises its option to replace the nonconforming Goods, Seller will, after receiving Buyer’s shipment of the nonconforming Goods, ship the replacement Goods at Seller’s expense and risk of loss.

Article 9. Warranties Disclaimer

Except as set forth in Article 7, Seller makes no express or implied warranty whatsoever with respect to Goods, including any warranty of merchantability or warranty of fitness for a particular purpose, whether arising by law, course of dealing, course of performance, usage of trade or otherwise.

Buyer acknowledges that it has not relied upon any representation or warranty made by Seller, or any person on Seller’s behalf, except as specifically provided in Article 7.

Article 10. Sole Remedies; Limitation of Liability

Articles 4 and 7 set forth Buyer’s sole and exclusive remedies and Seller’s entire liability for nonconforming Goods and breach of warranty.

In no event will Seller or any of its representatives be liable for consequential, indirect, incidental, special, exemplary, punitive or enhanced damages, lost profits or revenues, or diminution in value arising out of or relating to this Agreement, regardless of whether such damages were foreseeable, whether Seller was advised of the possibility of such damages, or the legal or equitable theory upon which the claim is based.

Seller’s aggregate liability arising out of or related to this Agreement, whether arising out of or related to breach of contract, tort, including negligence, or otherwise, will not exceed the total of the amounts paid to Seller pursuant to this Agreement.

Article 11. Confidential Information

All non-public, confidential or proprietary information of Seller, including, without limitation, specifications, samples, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Seller to Buyer, whether disclosed orally or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as confidential in connection with this Agreement, is confidential.

Such information is solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by Seller.

Upon Seller’s request, Buyer will promptly return all documents and other materials received from Seller. Seller will be entitled to injunctive relief for any violation of this Article.

This Article does not apply to information that is:

In the public domain;
Known to Buyer at the time of disclosure; or
Rightfully obtained by Buyer on a non-confidential basis from a third party.

Article 12. Force Majeure

Neither party will be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, except for obligations to make payments to the other party hereunder, when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s reasonable control.

Force Majeure Events include:

Acts of God;
Flood, fire, earthquake, explosion or epidemic;
War, invasion, hostilities, whether war is declared or not, terrorist threats or acts, riot or other civil unrest;
Order or action by any governmental authority or requirements of law;
Embargoes or blockades in effect on or after the date of this Agreement;
National or regional emergency;
Strikes, labor stoppages or slowdowns, or other industrial disturbances; and
Telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials.

Article 13. Miscellaneous

13.1 Amendment

This Agreement may be amended, and the terms hereof may be waived, only by a written instrument signed by both parties or, in the case of a waiver, by the party waiving compliance.

13.2 Binding Nature of Agreement; Assignment

All the terms of this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors, permitted assigns, heirs and personal representatives.

Buyer may not assign, delegate or transfer to any third party Buyer’s rights or obligations hereunder without Seller’s prior written consent.

13.3 Waiver

No failure or delay by a party in exercising any right, power or privilege hereunder will operate as a waiver of any right, power or privilege hereunder.

No waiver of any default on any one occasion will constitute a waiver of any subsequent or other default. No single or partial exercise of any right, power or privilege will preclude the further or full exercise thereof.

13.4 Governing Law; Venue

This Agreement will be governed by and will be construed, interpreted and enforced in accordance with the laws of the State of Delaware, without reference to principles of conflicts of law.

All disputes arising out of or relating to this Agreement, or the breach or default of this Agreement, will be determined solely by a state or federal court located in Wilmington, Delaware, and the parties consent to the jurisdiction of those courts.

13.5 Notices

All notices or other communications required or permitted under this Agreement must be in writing and will be considered given when delivered:

In person;
By overnight courier service, upon written confirmation of receipt;
By certified or registered mail, with proof of delivery; or
By email, with confirmation of receipt, using the recipient party’s address or email address set forth in the Order Confirmation.

A party may change its address or email address by notice to the other party in accordance with this section.

13.6 Severability

The terms of this Agreement will be considered severable, and the invalidity or unenforceability of any one or more of the terms hereof will not affect the validity and enforceability of the other terms hereof.

13.7 Remedies

Except as otherwise provided herein, the rights and remedies of the parties with respect to failure of a party to comply with the terms of this Agreement are not exclusive.

The exercise thereof will not constitute an election of remedies, and the aggrieved party will in all events be entitled to seek whatever additional remedies may be available under this Agreement, in law or in equity.

Standard Terms and Conditions of Sale