Schweitzer Engineering Laboratories S.r.l. Product Sales Terms and Conditions
1. Contract Terms
These Conditions govern all sales of Products and Services by SEL to the Buyer, unless otherwise specified in the quote or order confirmation, or agreed in writing. Acceptance of these Conditions by the Buyer is deemed valid through written non-opposition within three (3) days of receipt, issuance of a purchase order, or acceptance of delivery. SEL expressly rejects any additional or different terms proposed by the Buyer, unless agreed in writing. No contract is formed until SEL sends an order confirmation. SEL reserves the right to modify these Conditions at any time without notice; modifications do not apply to accepted orders. The updated version is available at http://www.selinc.com/termsandconditions/. All orders are subject to SEL obtaining necessary import/export authorizations. SEL may cancel an order if the Buyer does not accept or violates these Conditions, in which case the Buyer must pay a Cancellation Fee and SEL may claim further Damages.
2. Definitions
Acquirente (Buyer): The natural or legal person indicated in the SEL order confirmation. Parte Acquirente (Buyer Party): The Buyer, its directors, officers, employees, agents, and representatives. Costi di Cancellazione (Cancellation Fee): 25% of the order value. Richieste di Risarcimento (Claims): All demands, claims, and legal actions, including from third parties. Danni (Damages): All damages, losses, judgments, liabilities, costs, and expenses (including reasonable legal fees). Indennizzati (Indemnified Parties): SEL, its directors, officers, employees, representatives, and agents. Pannello (Panel): Custom product designed and/or manufactured by SEL. Prodotti (Products): Goods produced by SEL, including Panels and accessories, as specified in the order confirmation. Data di Acquisto (Purchase Date): Date of the original invoice issued by SEL to the Buyer. Servizi (Services): Training, consulting, technical support, and other services specified in the SEL order confirmation, excluding projects covered by an SEL Engineering Services proposal. SEL: Schweitzer Engineering Laboratories, S.r.l. (SEL ITALY) and its affiliates/subsidiaries. Condizioni (Conditions): These "Conditions of Sale of Products of Schweitzer Engineering Laboratories S.r.l.", including the "Software License Agreement", SEL sales order confirmation, and "Storage of SEL Equipment" conditions. Richieste di terzi (Third-party Claims): Claims, demands, and legal actions brought against the Buyer by third parties. Formazione (Training): Courses, presentations, and content indicated in the Training Quote. Preventivo di Formazione (Training Quote): Quote provided by SEL and signed by the Buyer, describing Training activities.
3. Prices, Taxes, and Payment Terms
Prices in SEL quotes are valid for sixty (60) days unless otherwise stated. For other sales, prices in effect at the order confirmation date apply. SEL may adjust prices if the Buyer fails to provide required information within thirty (30) days of request, or for prepaid orders if payment is not completed within thirty (30) days. Prices exclude shipping, packaging, insurance, customs duties, sales tax, use tax, VAT, property tax, or similar taxes, unless specified otherwise in writing by SEL. If the Buyer requests tax exemptions, a valid exemption certificate must be provided with the purchase order; otherwise, the Buyer is responsible for taxes. All prices exclude sales, use, VAT, or similar taxes, which will be added at the statutory rate. For hourly/reimbursable Services, charges include time and expenses from the previous calendar month. For fixed-price Services, major substantially completed work during the previous calendar month will be invoiced. Payments are due within thirty (30) days of invoice date if credit is approved. Invoices are considered accurate unless SEL receives written notice of error within ten (10) days. If an error is reported, corrected amounts are due within fourteen (14) days of correction or thirty (30) days from the original due date, whichever is later. Other amounts are due by the original due date. Payments must be in the currency specified in the SEL order confirmation. SEL may apply payments to prior outstanding amounts before current orders. Buyers must meet SEL's credit requirements. SEL may require advance payment or suspend/cancel orders if the Buyer's financial situation does not justify granted terms. In case of non-payment, SEL may suspend performance or cancel the order, charging interest at the lesser of 1.5% per month or the maximum legal rate on unpaid amounts. SEL is not liable for damages resulting from suspension or cancellation due to payment delays or credit issues. If SEL cancels due to credit issues or payment delays, the Buyer must pay the Cancellation Fee. Partial shipments will be invoiced and payable as they occur. Delays or non-conformity of installments do not relieve the Buyer from timely payment of remaining installments. Buyer's non-payment constitutes a material breach. Acceptance of late payments by SEL does not waive its rights. SEL may recover collection costs, including reasonable legal fees. If SEL is required to use specific transaction management tools/systems requested by the Buyer, SEL may charge activation, management, and subscription fees.
4. Delivery, Transfer of Title and Risk of Loss, Acceptance, and Storage
Delivery dates are estimates and depend on timely receipt of necessary information from the Buyer. SEL will package and ship Products using its standard procedure and carrier. Additional costs for special packaging or shipping, Buyer's insurance requirements, or demurrage/detention charges are the Buyer's responsibility. SEL may ship Products in installments or in advance, unless otherwise agreed. Unless otherwise stated in Section 4.4 or the SEL sales order confirmation, Incoterms® 2020 FCA (Free Carrier) apply: title and risk of loss pass to the Buyer at SEL's facility upon delivery to the carrier. The Buyer must unpack and inspect Products immediately upon receipt and notify SEL of any damage within three (3) business days. Acceptance is deemed to occur no later than fifteen (15) days after shipment. If the Buyer requests SEL to delay shipment of ready Products, SEL may, at its discretion, agree to store the Products. In such cases, SEL will invoice the Products, and the Buyer will pay according to Section 3 payment terms. SEL will also invoice storage costs of $500 USD per month per Product, without proration. If the Buyer fails to pay for Products or storage costs, SEL may ship the Products, and the Buyer must take immediate delivery or arrange alternative storage at its expense. Title and risk of loss pass to the Buyer upon SEL's acceptance of storage. The Buyer must indemnify the Indemnified Parties for all Damages or Claims related to the Products during storage. SEL is not liable for loss or damage to stored Products due to fire, explosion, theft, wind, or water damage, unless directly caused by SEL's negligence.
5. Returns, Cancellations, and Delays by Buyer
Standard Products (non-customized) may be returned within one (1) year from the Purchase Date, with SEL's written approval and at the Buyer's expense, provided they are new, in original packaging, properly stored, and never installed. A restocking fee of 25% of the price applies if returned within six (6) months, and 50% if returned between six (6) months and one (1) year. No returns are accepted after one (1) year. Customized Products and cables are not returnable. The Buyer may cancel an order (except for Panels) by written notice, upon payment of the Cancellation Fee. Panel orders cannot be canceled once SEL has ordered materials. A deferred order at the Buyer's request will be subject to Conditions and prices in effect at the time of order resumption. Excessive delay (at SEL's sole discretion) will be considered a cancellation by the Buyer, with applicable Cancellation Fees.
6. Intellectual Property
The Buyer shall not contest the validity of any SEL intellectual property rights, including trademarks, service marks, patents, copyrights, trade dress, logos, trade secrets, and licenses. The Buyer acknowledges that these intellectual property rights remain SEL's exclusive property. The sale of Products or Services does not transfer any SEL intellectual property rights, including rights to designs or documents. The Buyer shall refrain from removing, altering, or using SEL's marks, trade dress, logos, or other identifying signs, and shall not use any marks, trade dress, logos, trade names, or other intellectual property that, in SEL's sole discretion, may be confused with SEL's. Any software (including firmware) provided with the Products is licensed, not sold, to the Buyer and is owned by SEL or its licensors. Buyer's use of such software is limited to the Products and as permitted by SEL, governed by SEL's "Software License Agreement".
7. Product and Service Warranty
SEL warrants to the Buyer that Products will be free from defects in materials and workmanship for ten (10) years from the date of shipment. Software warranties are exclusively as stated in SEL's "Software License Agreement". Warranty validity is contingent upon proper storage and use according to environmental conditions specified in product data sheets. The warranty is void if the Buyer modifies Products without SEL's prior written consent or uses them for applications requiring certification not included in the quote. If a Product fails to meet warranty requirements, and the Buyer promptly notifies SEL and returns the Product at Buyer's expense (unless otherwise agreed), SEL will, at its discretion, repair or replace the defective part or Product. Return shipment will be at SEL's expense, CPT to the Buyer's location. Repaired or upgraded Products are warranted for one (1) year from repair or until the original warranty expires, whichever is later. If a Product cannot be repaired or replaced, SEL and the Buyer will negotiate a fair resolution. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER STATUTORY, EXPRESS, OR IMPLIED (INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES ARISING FROM COURSE OF PERFORMANCE OR DEALING OR USAGE OF TRADE), EXCEPT FOR WARRANTY OF TITLE. SEL will transfer manufacturer warranties for non-SEL products where possible. SEL does not warrant third-party products, including non-SEL enclosures, third-party components in Panels, or products/prototypes provided for testing, marketing, or loan. Services will be performed with professional diligence and according to industry standards.
8. Insurance
The Buyer must maintain commercially reasonable insurance (including waiver of subrogation) against liability and property damage, covering all standard commercial risks, environmental risks, and, for Products used in connection with nuclear facilities or activities, nuclear incident insurance. SEL's prior written consent is required for the use of Products in connection with nuclear facilities or activities.
9. Indemnification
The Buyer agrees to indemnify and hold harmless the Indemnified Parties from any Claims and Damages arising from the Buyer Party's acts or omissions, including: (a) modification or integration of a Product by the Buyer Party; (b) specifications provided by the Buyer Party; (c) relay settings determined by the Buyer Party; (d) modifications by the Buyer Party to SEL-prepared design documents; (e) unauthorized use or reuse by the Buyer Party of SEL-provided drawings, plans, designs, or specifications; (f) failure by the Buyer Party to use password protection on a Product; (g) Buyer Party's breach of these Conditions; (h) negligent, grossly negligent, reckless, willful, or intentional acts or omissions by the Buyer Party; (i) Buyer Party's claim of tax exemption or direct pay permit; (j) assignment by the Buyer Party to a third party of a Product or related right, to the extent the Claim exceeds SEL's obligations; (k) a Claim related to patent infringement arising from a custom Product, modifications, non-intended integration, or integration with non-SEL products; (l) unauthorized use of a Product in connection with nuclear facilities or activities. SEL will indemnify the Buyer against Third-party Claims solely for death, personal injury, or property damage caused by SEL's negligence. SEL is not liable for Damages caused by or attributable to the acts or omissions of the Buyer Party or third parties. SEL's indemnification is the Buyer's sole remedy for Third-party Claims. The indemnification obligations are not subject to limitations on the amount or type of damages. These obligations remain in effect until the expiration of applicable statutes of limitations.
10. Patent Indemnification
Subject to Section 10.3, SEL will defend the Buyer against Third-party Claims alleging that a Product, as supplied by SEL, infringes a U.S. patent. SEL will pay any judgment or settlement and reimburse reasonable defense costs, provided the Buyer gives timely notice, provides reasonable assistance, and allows SEL full control of the defense, including settlement. If a Product is found infringing and its use is enjoined, SEL may, at its discretion: (a) replace it with a non-infringing equivalent; (b) obtain a license; (c) modify it to eliminate infringement; or (d) refund the prorated purchase price based on a 10-year useful life. SEL has no obligation for damages once one of these remedies is offered in good faith. These are the Buyer's sole remedies for patent infringement. SEL has no indemnification obligation for claims arising from custom Products, modifications, non-intended integration, or integration with non-SEL products.
11. Limitation of Liability and Disclaimer of Damages
Except as provided in Article 1229 of the Italian Civil Code, SEL's total liability to the Buyer, for any reason, is limited to the value of the purchase order giving rise to the claim. Notwithstanding any other provision, SEL is not liable for indirect, punitive damages, including loss of profits or revenue; loss of use of Products or related equipment; damage to related equipment; capital costs; costs for substitute products, facilities, or services; costs for substitute power; downtime costs; or claims by the Buyer's customers for such damages, even if SEL was advised of the possibility of such damages. These limitations apply, to the extent permitted by law: (a) to all Claims, including Third-party Claims, whether based on contract, tort, SEL's indemnity obligations, or otherwise; (b) even after termination of these Conditions; and (c) even if a remedy specified herein proves ineffective. No claim, regardless of form, may be brought more than one (1) year after the cause of action arises. SEL's liability does not extend beyond the warranty period. If SEL or its subcontractors provide advice or assistance regarding a Product, such provision does not create liability for SEL. SEL is not responsible for Claims or Damages arising from unauthorized access to Products. SEL recommends that the Buyer read product manuals and instructions and not install or use Products without necessary expertise. Any liability under these Conditions rests solely with SEL ITALIA and does not extend to its affiliates or subsidiaries.
12. Export Control and Transfer to End User Other Than Buyer
The Buyer acknowledges that all Products, software, and technology provided by SEL (the "Items") are subject to U.S. export jurisdiction. The Buyer must comply with all applicable import and export laws, regulations, and rules, including U.S. Export Administration Regulations, U.S. Foreign Trade Regulations, U.S. International Traffic in Arms Regulations, and sanctions programs. Before exporting, re-exporting, transferring, diverting, or disclosing the Items or direct products thereof to any restricted destination, end-use, or end-user, the Buyer must obtain prior authorization from the U.S. Department of Commerce or other competent government agencies. The Buyer also agrees to comply with U.S. anti-boycott laws and regulations in exporting the Items. The Buyer warrants the accuracy of all information provided to SEL regarding parties, end-use, and shipment. Resale of Products is prohibited without SEL's prior written authorization. To obtain authorization, the Buyer must provide SEL with complete and accurate end-user information. The Buyer must provide the end-user with all notices, warnings, instructions, recommendations, bulletins, and similar materials provided by SEL. Assignment or transfer of a Product without SEL's prior written authorization will void SEL's warranty.
13. Custom Specifications, Price Adjustments, and Program
If the Buyer wishes to approve drawings for custom Products completed by SEL, approval must be received by SEL within ten (10) business days of drawing submission, unless otherwise agreed. Failure to comply may result in additional costs and delays borne by the Buyer. If technical specifications are insufficient, SEL reserves the right to design Products according to its best commercial practices. Any change in scope or variation of Services may result in a fair adjustment of price and timelines, based on SEL's resource availability. SEL will not proceed with modifications until both parties agree in writing on the changes, adjusted price, and schedule. SEL is entitled to price and timeline adjustments due to changes in laws, government policies, or technical standards affecting SEL's costs or ability to perform.
14. Training
These conditions apply to all Training courses purchased from SEL, whether through SEL University (SELU) or otherwise. SEL will provide Training as indicated in the relevant Training Quote. Training content and materials do not constitute engineering advice. The Buyer may cancel a Training activity by notifying SEL verbally or in writing. If cancellation notice is given: (a) thirty (30) or more days before the start date, SEL will provide a full refund; (b) between fourteen (14) and twenty-nine (29) days before the start date, SEL will refund fifty percent (50%) of the price; (c) less than fourteen (14) days before the start date, no refund is due. SEL reserves the right to cancel or modify Training content, dates, instructors, or facilities. SEL is not liable for damages arising from cancellation or modification. If SEL cancels Training, the Buyer's sole remedy is a refund of the fee paid. Any substantial modification requested by the Buyer after scheduling will be considered a new request subject to an updated quote. Each party may receive confidential information during Training, which must be used only for Training purposes and business transactions. The receiving party must protect confidential information with at least reasonable care. These confidentiality obligations survive termination.
15. Applicable Law, Jurisdiction, and Dispute Resolution
These Conditions and all related matters are governed and interpreted solely by Italian law, excluding the UN Convention on Contracts for the International Sale of Goods. For any dispute arising from these Conditions, the competent court is Italian. In case of dispute, parties will attempt good-faith resolution through mutual discussion within thirty (30) days of written notice. If resolution fails, parties agree to non-binding mediation in Milan, Italy, unless waived. Non-binding mediation is not required for non-payment disputes. Mediation costs will be shared equally; each party bears its own expenses. If mediation fails or is waived, either party may pursue legal remedies. The prevailing party in any dispute regarding the application or breach of these Conditions is entitled to reimbursement of all costs and expenses, including reasonable legal fees.
16. Miscellaneous Provisions
SEL will provide one (1) copy of documentation per Product; reproduction is not permitted without SEL's request for additional copies. All official documentation is in English; translations are for informational purposes only. In case of discrepancies, the English version available at www.selinc.com prevails. Information, suggestions, and ideas submitted by the Buyer to SEL are not considered proprietary or confidential unless identified in writing by the Buyer and acknowledged in writing by SEL. Parties agree SEL is an independent contractor. Nothing herein creates an association, partnership, joint venture, employment, agency, or fiduciary relationship. SEL may modify or revoke a quote or order to comply with applicable laws or market conditions. All rights and duties hereunder benefit only the Buyer and SEL, not third parties. SEL ITALIA may fulfill its obligations through affiliates or subcontractors but remains solely responsible. SEL may assign or novate its rights and obligations, in whole or in part, to affiliates or subsidiaries, or assign receivables without Buyer's consent. The Buyer will provide necessary documents for assignment or novation. The Buyer cannot assign, novate, or transfer rights or duties without SEL's prior written consent. The Buyer must promptly notify SEL in writing of any change in ownership of more than 50% of voting rights or control. No waiver of any provision is effective unless in writing and signed. Failure to enforce or a waiver of breach does not prevent subsequent enforcement or waive future breaches. Invalidity of any provision will not affect the rest of the Conditions; invalid provisions will be replaced by valid ones closest to the original intent. Neither party is liable for failure or delay in performance (except for payment) due to force majeure events beyond its reasonable control. The Buyer must protect and process personal data received from SEL in accordance with applicable privacy and data protection laws. Parties must comply with all applicable laws and regulations and strongly oppose fraud, corruption, and human rights violations. Suspected illegal acts or misconduct should be reported to Legal@selinc.com.
17. Communication
Any communication is considered made when: (a) sent by registered mail, certified mail (with return receipt), or overnight delivery to the address in the SEL sales order confirmation or the other party's principal place of business; or (b) sent by email to SELContracts@selinc.com (with delivery confirmation).
18. Merger and Integration
These Conditions constitute the entire agreement between the parties. No promises, terms, conditions, or obligations other than those contained herein exist. All prior and contemporaneous communications, representations, or agreements, whether oral or written, between the parties, including the terms of the Buyer's purchase order, are superseded by these Conditions.
19. Express Written Approval
Pursuant to Articles 1341 and 1342 of the Italian Civil Code, the following clauses are expressly approved in writing by the Buyer: Section 4.4 (Delivery, Transfer of Title and Risk of Loss, Acceptance, and Storage - limitations of liability); Section 9 (Indemnification); Section 11 (Limitation of Liability and Disclaimer of Damages - limitations of liability); Section 15 (Applicable Law, Jurisdiction, and Dispute Resolution - arbitration clauses or waivers of jurisdiction).
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