General Terms and Conditions

1. Introduction and scope of validity.

1.1. This document contains the general terms and conditions governing sales of HTA through the website (hereinafter referred to as “General Terms and Conditions”). Deviating provisions shall only be valid if expressly agreed upon in writing.
1.2. The General Terms and Conditions shall apply to all B2B sales and deliveries to business entities and non-appointed distributors who have not signed an individual purchase agreement or an authorized distributor agreement with HTA.
1.3. The business entity or non-appointed distributor with whom HTA is contracting is hereinafter referred to as the “Customer”.
1.4. Customers shall need to register on the dedicated page to get a valid login and password enabling to place an order with HTA.
1.5. The General Terms and Conditions, after being duly signed and/or approved by the Customer via the website upon registration as provided for by § 1.4 shall apply to any order placed by the Customer. By ordering any of the products via the website the Customer agrees to be bound by these General Terms and Conditions.

2. Order – Order Confirmation - Prices.

2.1. All prices shown on the website are referred to the price of the products only, and do not include taxes, transportation costs and insurance costs. In order to guarantee the correct packaging and handling of the goods, all deliveries shall be carried out by a courier appointed by HTA, at the price and at risk of the Customer. Transport cost, eventual insurance cost required and VAT (if applicable) shall be indicated in the preview of the purchase order once the cart is ready for check-out, and shall be added to the purchase price to be paid by the Customer. Deliveries shall be made to the Customer according to the Incoterms 2020 © CIP. The risk on the goods shall pass to the Customer at the moment of delivery according to the CIP Incoterms 2020 ©.
2.2. The Customer shall be responsible for transport documents (such as export, import, transit and control regulations and formalities) and any other applicable charges/levies/duties. The corresponding costs thereof shall in any case be borne by the Customer.
2.3. All orders are not binding until an order confirmation is sent by HTA to the Customer. No contract is concluded unless and until HTA confirms the order, either by written order confirmation or by dispatch of the products and any deviating provision, whether contained in any written communication by the Customer or otherwise, is expressly excluded and shall not apply. HTA shall confirm the order within 5 working days from its receipt in the system failing which the order is considered as refused.
2.4. In the event that Customer’s order is not confirmed by HTA for any reason whatsoever, HTA shall credit to Customer the purchase price paid within 5 working days.
2.5. If an order is cancelled by the Customer prior to delivery, HTA is authorized to charge the Customer for all costs that are incurred due to the cancellation, including penalties and liquidated damages charged by HTA’s suppliers due to cancellation

3. Payments – Default interest

3.1. All payments should be made in EUR. When using bank transfer the expense mode shall be “OUR”.
3.2. Save as differently provided for by the parties, payments shall be made in advance prior to delivery of the goods. HTA shall not deliver any goods prior to payment of the purchase price due by the Customer is credited on HTA’s account.
3.3. In the event that the parties agree on a payment term different from advance payment, the Customer is in default upon expiry of the payment deadline agreed upon. Default interest of 12% is due as of this date. In addition, any collection costs HTA may incur shall be refunded, saved further rights and/or damages incurred to HTA.
3.4. The Customer shall not set off his own claims on HTA against HTA’s claims on the Customer. Moreover, the Customer shall not assign his claims against HTA to third parties.

4. Delivery – Retention of title

4.1 Time for delivery specified on the website once the cart is completed for check-out or in the order confirmation is not of the essence. In any case, the delivery period shall not start to run before the Customer has provided all necessary documents, permits, approvals, consents and releases, before all technical questions have been clarified and before any agreed down payment has been received.
4.2, All delivery obligations of HTA are subject to the reservation “while stocks last”. HTA is therefore entitled to terminate the contract when stocks available to HTA are exhausted.
4.3. In the event that, in derogation to § 3.2., the parties have agreed on payment terms different from advance payment prior to delivery, HTA remains the owner of all products sold until the full purchase price has been paid by the Customer. If an invoiced amount is due but not fully paid, HTA shall be entitled to demand the return of all products supplied on this invoice, or to collect such products, whereby the costumer shall not hold any claims whatsoever. Refusal of Customer to take delivery of the goods does not entitle payments to be suspended or delayed. If the Customer refuses delivery of the products or if – in any case - the Customer otherwise breaches any duty to cooperate, HTA shall be entitled to demand compensation for the damages incurred including additional expenses. After a reasonable period of time has expired without acceptance, HTA shall be entitled to otherwise dispose of the products and to supply the Customer within a reasonably extended period.
4.4. In case of overdue payments, or in case of pending disputes, HTA may suspend deliveries of any order and may annul any quotation previously sent to the Customer.

5. Termination

5.1. In the event that the parties agree on a payment term different from advance payment pursuant to § 3.2 HTA may terminate the contract with immediate effect by sending a written notice to the Customer, should the Customer delay the payment (also a partial payment) of more than 30 days. In the case the Customer shall immediately return the product to HTA at its risk, care and expense.

6. Good acceptance, warranty and limitation of liability.

6.1. The Customer must inspect the goods immediately after receipt to ensure that the quality and quantity fulfills the contractual agreements. Defects that can be determined by a proper inspection of the goods and deliveries that deviated from the ordered goods or quantities must be registered as complaints within fourteen (14) days after receipt of the goods. Hidden defects must be reported to HTA however at the latest twelve (12) months after receipt of the goods. If the Customer does not register the complaint on time, the goods are considered accepted by the Customer with regards to the quality and quantity. Complaints must be sent to HTA by registered letter, registered mail or telefax.
6.2. The following events are not covered by warranty: loss, damage or defects resulting from transportation, negligent storage, from external causes not imputable to the manufacturer, from chemical corrosion, from inadequate maintenance, from improper use. HTA does not warrant that the operations of the product will be uninterrupted or error free.
6.3. In the event of defects in the products, HTA shall be entitled, in its sole discretion, to perform subsequently by remedying the defect, by replacing the affected product or reimbursing the purchase price accordingly. For EU locations, the expenses necessary for the subsequent performance shall be borne by HTA in as far as these expenses are not increased as a result of the products being taken to a location other than the delivery address. In this last case costs of collection and replacement of the defective goods shall be borne by the Customer.
6.4. In the event incorrect quantities are reported, HTA has the option of making subsequent deliveries or reimbursing the price difference accordingly.
6.5. HTA’s liability vis-à-vis the Customer, whether contractual or in tort or for any reason whatsoever for any damages and costs shall be limited to the overall price paid by the Customer for the product from which said liability arises.

7. Returns

7.1. No returns are accepted without prior written approval by HTA. Prior authority and a Returns Authorization (RA) number must be given by HTA in order to process any return.
7.2. Returns can only be accepted if the goods are undamaged, unopened and in the unlabelled original packing and only if the return request is sent to HTA pursuant to § 6.1.
7.3. Goods authorized by HTA to be returned that are defect-free and for which HTA is not responsible may only be shipped postage paid, to HTA’s warehouse. For the costs incurred, HTA could charge a return processing fee of up to 15% of the value of the goods, with a minimum of EUR 15 plus tax. This amount may also be deducted from any existing credit of the client.

8. Product usage

8.1. It is Customer’s responsibility to comply with all applicable health, safety and other regulations and to take appropriate steps in relation to the storage, handling, sale and use of the products.
8.2. The products of HTA are intended to be used for the purposes of laboratory research and may not be used for any other purpose unless otherwise indicated on the product label, in the catalogues of HTA or in other documents provided to the Customer.

9. Miscellaneous provisions

9.1. The Customer shall apply strict confidentiality to all the details of his business relationship with HTA as well as to HTA’s business secrets. The Customer shall impose this obligation also on his company executives, board members and employees as well as on any third parties he may lawfully consult.
9.2. All intellectual property rights and the belonging rights of use remain with HTA.
9.3. Communications shall be addressed to HTA S.r.l. – via del Mella, 77/79 – 25131 Brescia – Italy.

10. Governing law and jurisdiction

10.1 These General Conditions of Sale and any sales contract concluded between HTA and the Customer shall be governed by the Vienna Convention on the International sale of Goods, 1980, and for what not disciplined therein, by the Italian law.
10.2 Brescia, Italy, is place of performance for all obligations of the parties. The ordinary courts at the domicile of HTA (Brescia, Italy) shall have exclusive jurisdiction over any disputes arising out between the Customer and HTA. HTA shall, however, be entitled to initiate legal action against the Customer at any other competent Court.

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