STANDARD TERMS & CONDITIONS OF SALE
1.1 These standard terms and conditions of sale (the “Terms & Conditions”) shall apply to any sale by Cuccolini srl Reg. Imp. N. 01881440356 Reggio Emilia (or any of its direct or indirect subsidiaries) (the “Seller”) of its products (the “Products”) to any person, customer, distributor, integrator, firm or other, whose order is accepted by the Seller (the “Customer”).
1.2 These Terms & Conditions together with the purchase order comprise the entire agreement between the Parties for the supply of any Products, goods or services, or for any work undertaken by the Seller either in connection therewith or otherwise and supersede all prior understandings, agreements, negotiations, and communications, both written and oral.
1.3 In the event of any conflict or any inconsistencies between these Terms & Conditions and the purchase order, the provisions of the purchase order shall prevail.
2.1 The Customer shall provide the Seller with a purchase order signed by an authorized purchasing agent and such purchase order constitutes a proposal by the Customer to purchase Products from the Seller. All purchase orders (including orders placed against a quote) delivered by the Customer to the Seller are subject to the written acknowledgement and approval of an authorized sales agent of the Seller. A purchase order from a Customer shall include the following information (i) a purchase order number, (ii) legal address, (iii) shipping address, (iv) any reference to the Seller’s quotation and/or previous correspondence, and (v) if applicable, all relevant information to satisfy current export requirements.
2.2 Termination or cancelation, in whole or in part, by the Customer of a purchase order accepted by the Seller can be made only with the Seller’s prior written approval and under the condition that the Customer fully and unconditionally indemnify the Seller against any and all loss and cost relating thereto (including loss of profit and cost of material), to be calculated at that moment.
2.3 Acknowledgement of the receipt of any purchase order or the receipt of payment for any purchase order (including signing and returning to the Customer its acknowledgement copy, if any,) shall not constitute acceptance by the Seller of any terms and conditions of the Customer and does not serve to modify or amend this Terms & Conditions in any way.
2.4 Any return of a Product requires the Seller’s prior written consent. No return will be accepted if
(i) the Customer has not notified the Seller in writing of a return of a Product within 30 days from the date of delivery pursuant to Clause 5.1 and
(ii) the order value is less than EUR 100 (excluding VAT).
Damaged Products, used Products or Products without complete parts and/or packaging will not be accepted for return. All returns are subject to a twenty (20) percent handling charge based on the order value (excluding VAT) of the Products returned. The Customer shall also pay for any shipment costs for the returned Products to the Seller at the location specified by the Seller. The payment of any return will be made once a return of Products has been delivered to the Seller and the returned Products have been inspected and approved for return by the Seller. If the Products are not approved for return, the Customer shall (at its own cost) arrange for pick-up of such Products from the Seller within 30 days and, if no such pick-up is arranged within the specified time, the Product shall be the property of the Seller and the Customer shall have no claim (monetary or otherwise) on the Seller.
2.5 Starting from March 01, 2020, the minimum invoiced amount on a monthly basis is Euro 100,00 (VAT included, if applicable).
3.1 All prices for the Products are excluding any taxes, charges, assessments, duties or alike that may be levied on the Products or the purchase order and the amount of any such taxes, charges assessments, duties or alike which the Seller is required to pay or collect, shall be invoiced to and payable by the Customer.
3.2 All Customers that are tax or VAT exempt must furnish the Seller with the applicable valid certificate or other written evidence of such exemption or any other information requested by the Seller before any purchase orders are placed with the Seller.
4.1 Unless otherwise set out in the purchase order or otherwise agreed in writing by the Parties, all prices exclude cost and other charges for shipment (including other costs associated therewith).
4.2 All prices are subject to increase by the Seller for
(i) any order amendments made by the Customer and approved by Seller, and
(ii) with respect to multiple orders pursuant to a single purchase order, for any order confirmed after a general price increase made by the Seller.
5.1 Unless otherwise set out in the purchase order or otherwise agreed in writing by the Parties, all shipments are made (i) CPT (INCOTERMS 2020) at the Customer’s place of business, and (ii) via the most practical carrier. The Seller has the right to invoice the Customer costs and other charges for shipment (including other costs associated therewith) borne by the Seller.
5.2 The Customer, at its sole option, may inspect the Products, and may reject all or any portion of the Products if the Products are not in accordance with the Product specification set out in the acknowledgement of order provided that notice of rejection is given to the Seller within ten (10) days after receipt of the Products. If the Customer fails to give notice of rejection, it shall be deemed to have accepted such Products. If the Customer gives notice of rejection of any portion of the Products, the Seller has the right, effective upon written notice from the Customer, to replace or repair the rejected Products pursuant to the below Article 8.
6. Credit Approval
6.1 Any shipments or supply of Products shall at all times be subject to the approval of the Seller’s credit department.
6.2 The Seller reserves the right to cancel or terminate, in full or in part, on a temporary basis or until further notice, any credit previously offered by the Seller to a Customer and instead require cash on delivery or prepayment for the Products from the Customer.
6.3 Title to any Products shall not pass to the Customer until full and unconditional payment has been duly received by the Company.
7. Terms of Payment
7.1 Terms of payment are established in the acknowledgement of order/proforma invoice. Late payment charges at the interest rate (i) equal to Euribor 3M rate plus 5 points and (ii) after 60 days from agreed payment date, equal to Euribor 3M default interest rate plus 8 points, may be charged on past due accounts. Delays in payment longer than 30 days with respect to the agreed date automatically constitute a formal notice to the debtor.
7.2 Failure by the Customer to timely pay any invoice of the Seller shall cause all subsequent invoices to become immediately due and payable.
7.3 The Seller reserves the right, at the sole discretion of the Seller, to apply special payment terms (e.g. pre-payment or payment on delivery) for certain orders (e.g. orders with a high value) and any such special payment terms shall be communicated by the Seller to the Customer prior to the acceptance of any order.
8.1 The Seller gives its Customers a one-year warranty from the receipt of the Products for C-Line and T-Line models (including accessories and controls). There is a two-year warranty for the X-Line models.
8.2 The warranty covers (i) manufacture and materials defects in the Products and (ii) if the Products do not conform to the Product specification.
8.3 The warranty does not apply to any Product (including any component or other parts in such Products -such as rubber covers, mesh cloth, sealings, hoses, etc. – or to the software of any Products) that:
(a) Has been subjected to abuse, misuse, negligence, improper storage, improper handling, improper use, improper installation, abnormal physical stress, abnormal environmental or working conditions, or use, application, installation, care, control or maintenance contrary to any applicable manual or instructions for the Products issued by the Seller or good trade practice regarding the same; or
(b) Has been reconstructed, repaired or altered by any persons or entities other than the Seller or its authorized representatives, or have a defect as a result of fair wear and tear or willful damage or caused by subsequent damages caused by other defective products.
8.4 The product warranty set forth in this Section is the only warranty given by the Seller in relation to the Products. The Customer may not rely, and has not relied, on any other information, statement or warranty (express or implied), whether based on applicable law or otherwise.
8.5 During the warranty period, the Seller shall replace or repair, at its own expense, faulty products determined by the Seller, in its sole discretion, to be covered by the warranty set out herein.
8.6 It is at the Seller’s discretion whether a faulty Product should be returned to the Seller for replacement or if it should be repaired by the Seller at the location of the Customer. Any replaced Products shall become property of the Seller.
8.7 The Seller is not responsible for the cost of fitting replacement parts or components of any Products into any products or alike of the Customer.
8.8 These Terms & Conditions shall apply to any repaired or replaced Products by the Seller.
9. Limitation of Liability
The Seller’s liability and obligation hereunder shall be limited to repairing or replacing (at its option) any Products (including components or part thereof) which the Seller deems to be defective based on a warranty claim. In no event shall the Seller’s liability exceed the purchase price of the Products under the relevant purchase order that gave rise to such a liability. In no event shall the Seller be liable for any consequential or indirect loss or damage. The Seller does not recognize and shall not be held responsible for any costs related to tests carried out by the Customer at our workshop (e.g. FAT – Factory Acceptance Test or similar tests).
10. Product Liability
Each Party shall maintain in force an adequate product liability insurance with a reasonable liability limit for any such claims.
11.1 This Section 11 shall apply if and to the extent that the Parties have not entered into a separate confidentiality agreement.
11.2 All information, equipment, know-how and technical documentation, including electronically stored data, to which a Party has obtained access through the Parties’ business relationship, shall be treated as confidential and may not be used for any purpose other than for the sale and delivery of Products from the Seller to the Customer. The confidentiality undertaking outlined above shall not apply to information which is
(i) Known to the public other than by breach of these Terms & Conditions,
(ii) Information which a Party can show was in its possession before receiving it from the other Party, and
(iii) Information which a Party receive from a third party without restraints as to the disclosure thereof.
11.3 Information which a Party is required to disclose by reason of law or order of a court of a competent jurisdiction may however be disclosed for such purpose. The Party requested to disclose such information shall beforehand notify the other Party of any such requirement and consult with the other Party regarding the manner of such disclosure. The Party disclosing information pursuant to this Section shall, as far as is legally possible, require the receiver of the information to treat it confidential.
11.4 The Customer may not make public the business relationship of the Parties through advertising or in any other way without prior written consent from the Seller.
11.5 The Customer shall at the Seller’s request either return or destroy everything referred to in Section 11, including copies thereof.
13. Intellectual Property Rights
Neither Party obtains any right to the other Party’s owned or licensed Intellectual Property Rights in relation to the sale of Products from the Seller to the Customer. “Intellectual Property Rights” means all forms of intellectual property rights in any country or region, including but not limited to inventions, trade secrets, patents, copyrights, design, trademarks (whether or not registered or registerable and including applications for registration of any such thing) and know how.
14. Force Majeure
Each Party shall be excused from fulfilment of any obligation under these Terms & Conditions, except any payment obligation, to the extent that and for so long as such performance is prevented or delayed in whole or in part by causes beyond its reasonable control or by strikes, lockouts or other labour disturbances or by fire, flood, war, embargoes, blockades, riots, governmental interference, acts or omissions of any governmental authority or of the other party, compliance with government regulations, delays or shortages in transportation or inability to obtain necessary labour, materials or manufacturing facilities from usual sources or from defects or delays in the performance of its suppliers or sub-contractors if caused by any circumstance referred to in this Section. Upon the occurrence of any such event either Party shall, without delay, inform the other Party. Each Party is entitled to cancel any purchase order by written notice to the other if the performance of the other Party’s obligations is delayed by more than three (3) months due to circumstances set forth in this Section.
15. Governing Law & Disputes
15.1 This Terms & Conditions, any purchase order and the sale of Products by the Seller to the Customer are governed by, and construed in accordance with, the laws of Italy and the Parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not be applicable hereto.
15.2 Each Party irrevocably and unconditionally agrees that any dispute or claim arising out of or in connection with these Terms & Conditions, any purchase order and the sale of Products by the Seller to the Customer, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitrations of the Italian Chamber of Commerce in Reggio Emilia, which shall have exclusive jurisdiction. The seat of arbitration shall be Italy. The language to be used in the arbitral proceedings shall be English.