General terms and conditions of sales and supply
1. CONDITIONS APPLICATION.
1.1 The below listed General Sales Conditions are to be considered valid and accepted also without any explicit approval from the purchaser.
Any possible variation or addition by the purchaser will not be considered accepted without our explicit approval.
2. DEFINITIONS.
2.1 The General Conditions of Sales and Supply will show the following terms, that will have to be understood in accordance with the below indicated meanings:
2.2 CEAM Cavi Speciali S.r.l.: the company supplying the Product.
2.3 Customer: the company purchasing the Product through acceptance of the Commercial Offer from CEAM Cavi Speciali S.r.l.
2.4 Product/s: the insulated cables supplied by CEAM Cavi Speciali S.r.l. as identified in the Commercial Offer. 2.5 Commercial Offer:
• The Commercial Offer arranged by CEAM Cavi Speciali S.r.l., including all the details (price, lead-time, technical specifications, product quantity)
• The Commercial Offer arranged by CEAM Cavi Speciali S.r.l. and addressed to the Italian electrical material distributors’ market (Commercial Conditions to be referred to the current Italian Price List).
2.6 Contract: each order and order confirmation between the Customer and CEAM Cavi Speciali S.r.l., having the Products as their object.
3. COMMERCIAL OFFER.
3.1 The supply of Products from CEAM Cavi Speciali S.r.l. to the Customer is regulated by the following General Conditions, which the Commercial Offer itself makes reference to.
3.2 All the Commercial Offers are to be considered explanatory and having a clearly indicated time validity.
4. CONTRACT.
4.1 The acceptance of the Contract will become effective after the Customer has sent a regular Purchase Order, which will be confirmed in writing by CEAM Cavi Speciali S.r.l.
4.2 CEAM Cavi Speciali S.r.l. engages itself in delivering Products that are compliant with the Contract, and with precise reference to the Commercial Offer.
4.3 CEAM Cavi Speciali S.r.l. specifies from now that any modification to the Commercial Offer and/or related documents, received after the confirmation of the Contract by CEAM Cavi Speciali S.r.l., will not be effective.
4.4 CEAM Cavi Speciali S.r.l., at its incontestable discretion, will have the right to refuse, till the actual delivery of the Product, the prosecution of the Contract in case the Customer has previously proven defaulting, if it is enrolled in the Protest Register or subject to executive procedures, if it makes a petition or is subject to competition procedures, for technical, organisational and any other reason on the basis of which CEAM Cavi Speciali S.r.l should deem the prosecution of the business relationship as not favorable.
4.5 CEAM Cavi Speciali S.r.l., requires a minimum amount of € 350 for the emission of each invoice relevant to the Products indicated in the Contract.
5. PRICES.
5.1 The purchase price for CEAM Cavi Speciali S.r.l. products is the one indicated in the Commercial Offer and/or in the current Italian Pricelist, and does not include the VAT.
5.2 Unless otherwise indicated, the Prices are considered packaging inclusive and Delivered At Place (DAP) for amounts >5000€, as stated in point 7; any other cost or obligation (such, for example, insurances or other protections) is to be paid entirely by the Customer.
5.3 In case of a possible variation in the cost of the raw materials used for the manufacturing of the Products, occurred during the period of time between the Commercial Offer and its acceptance, CEAM Cavi Speciali S.r.l. will have the possibility of changing the Price at its discretion.
After the fixing of the metals in accordance with the methods indicated in the Commercial Offer, the price will remain fixed for the whole supply, unless in case of contractual agreements between the parties.
6. DELIVERY TERMS.
6.1 The delivery term indicated in the Commercial Offer becomes effective starting from the contract acceptance.
6.2 For the calculation of the delivery terms, 5 (five) working days per week are considered, exception made for midweek holidays. The effectiveness of the delivery terms is automatically suspended in case of force majeure. (as per point 17)
6.3 Whether CEAM Cavi Speciali S.r.l. supposes not to be able to deliver the goods within the agreed terms, the Customer will be promptly informed about the reasons and, if possible, about the new delivery date.
6.4 If the delay on the delivery indicated in the Contract is ascribable to CEAM Cavi Speciali S.r.l. and longer than 20 (twenty) weeks, the Customer will have the possibility of terminating the Contract, as regards the delayed products, by written communication.
6.5 In the above mentioned case, the Customer can ask for a compensation of the damage caused by the delay, provided a suitable proof has been submitted.
In this instance, exception made for malice and serious guilt, CEAM Cavi Speciali S.r.l. cannot be obliged to provide compensation for more than 5% of the Price of the delayed Products.
6.6 Without a written agreement between the parties, in case the Customer asks for the postponement of a Product that is finished and/or ready to be shipped in accordance with the delivery methods indicated in the contract, CEAM Cavi Speciali S.r.l. is entitled to issue an invoice on the delivery date that is indicated in the Contract.
The warranty period will start as if the delivery is made on the originally confirmed date. CEAM Cavi Speciali S.r.l. will avail itself of the chance of asking for 10% of the price of the Product as compensation for the incurred costs and the financial obligations relevant to the contained metal.
7. DELIVERY METHODS.
7.1 Unless differently agreed, for supplies superior than 5.000,00€ net, CEAM Cavi Speciali S.r.l. delivers Products according
to the Delivered At Place (DAP) term, through consignment of the goods to the appointed forwarder.
For lower amounts, the delivery term is Ex Works, with a forwarder indicated by the Customer.
7.2 Unless differently agreed, all the risks are transferred to the Customer from the moment of the delivery of the Product to it or to the forwarder.
7.3 The Customer is bound to perform an accurate check on the Products at the moment of their delivery and thus report, or risk forfeiture, any possible shortage or clear defects before signing for receipt the transport document.
7.4 Any possible defect or damage, not recognizable at the delivery, shall be reported, or risk forfeiture, no later than 8 (eight) days after the discovery of the defect or damage itself.
7.5 Possible claims or complaints do not allow the Customer to delay or block the payment of the relevant Products, nor other supplies.
Unless differently agreed, in case the Customer does not proceed with picking up the Products in accordance with the methods indicated in the Contract, CEAM Cavi Speciali S.r.l. is entitled to debit to the Customer a monthly amount, equal to 1% of the price of the Products, for coverage of storing and preservation costs.
8. PACKAGING.
8.1 Unless differently agreed, drums and packaging are included in the Price.
9. PAYMENT METHODS.
9.1 Unless differently agreed between the parties and/or as indicated in the Commercial Offer, the payment shall be made within 60 (sixty) days following the date of the invoice issued by CEAM Cavi Speciali S.r.l..
9.2 The payments made using cheques are considered settled only after collection of the relevant amount and, in any case, give CEAM Cavi Speciali S.r.l. the right of obtaining refund for interests, costs and commissions.
9.3 Being what indicated in point 10 “Customer non-fulfilment” understood, the Customer, in case of delayed payment, will have to remit to CEAM Cavi Speciali S.r.l., without any need for a formal notice of default, the overdue interests as much as determined by the art. 5 D.lgs. 231/2002, updated by the 9th of November 2012 Legislative Decree no. 192, exception made for any bigger damage.
9.4 In case CEAM Cavi Speciali S.r.l. has a valid reason to believe that the Customer cannot, or does not want to, pay the Products within the agreed terms, it can subordinate their delivery to the presentation of suitable warranties (for example, bank guarantees etc.).
10. CUSTOMER NON-FULFILMENT.
10.1 Being the payment of overdue interests understood, in case the Customer does not proceed with the payment within the agreed terms, CEAM Cavi Speciali S.r.l. will have the possibility of blocking the delivery of the Products until the Customer carries out the expired payment.
10.2 In case the Customer does not proceed with the payment within the agreed terms, CEAM Cavi Speciali S.r.l. will be entitled to terminate the Contract in accordance with the art. 1456 cod. civ., informing the Customer in writing, and to ask in any case for a compensation of the possible damage.
10.3 In case of cancellation of the Contract by the Customer for reasons not ascribable to CEAM Cavi Speciali S.r.l., as refund for the caused damage the Customer shall pay to CEAM Cavi Speciali S.r.l. a reasonable and appropriate compensation including a portion of the price in relation with the work carried out until the cancellation of the Contract and additional costs caused by the cancellation itself, financial costs and costs for the raw materials in inventory necessary to the manufacturing of the Products listed in the Contract.
11. CHARACTERISTICS OF THE PRODUCTS.
11.1 Exception made for different prescriptions agreed in writing between the parties, the Products correspond to the current CEI standards where applicable.
11.2 Whether indicated in the Commercial Offer, the weights of the Products are to be considered for information.
11.3 The dimensional parameters of the Products, listed in the catalogues, datasheets and similar documents, are to be considered nominal, unless a tolerance is specifically indicated.
11.4 The characteristics of the Products included in the catalogues, datasheets and similar documents, are binding only as much as such datas have been specifically referred to in the Commercial Offer.
11.5 The Customer acknowledges having considered the technical information relevant to the products supplied by CEAM Cavi Speciali S.r.l. and deems them suitable to the satisfaction of its own needs.
Therefore, no claim concerning this can be issued by the Customer.
11.6 Any possible technical modification proposed by the Customer after the termination of the contract will be subject to negotiation and is considered subject to a further written agreement between the parties, in which any possible impact on prices and delivery terms will be specified.
12. RIGHTS ON TECHNICAL DOCUMENTS AND KNOW-HOW.
12.1 At delivery of the Products, the Customer will not have any right or title on the licences, patents, copyright, know-how, technological knowledge, methods and production organisation that have been made available or communicated to the Customer within the Contract.
12.2 The Customer can make use of the drawings and of the technical documents made available by CEAM Cavi Speciali S.r.l. before the termination of the contract only for the processes of installation and maintenance of the products.
CEAM Cavi Speciali S.r.l. remains the only owner of the above mentioned documents made available to the Customer within the Contract.
Such documents cannot therefore be used by the Customer for other purposes, copied, transmitted or communicated, not even partially, to third parties.
13. WARRANTY.
13.1 CEAM Cavi Speciali S.r.l. guarantees the good quality of the Products and their being well manufactured, thus binding itself, during the warranty period specified in the following point, to repair or replace free of charge those parts which, due to bad quality of the material or due to a defect in the projecting and/or production, might prove defective, unless this depends on natural attrition, damages caused by inexperience or carelessness of the Customer or during the transport, missing or wrong maintenance, bad conservation of the materials, uncorrect installation (except it has been made by CEAM Cavi Speciali S.r.l.), overloading beyond the indicated limits, unauthorized interventions, alterations carried out by or for the Customer, chance or force majeure.
13.2 Unless differently specified for the type of Product, the warranty period lasts for 12 months from the delivery date and expires upon the due date, even if the Products are not installed for any reason.
13.3 As specified in point 7, the Customer shall notifiy to CEAM Cavi Speciali S.r.l., in writing, or risk forfeiture, the presence of possible defects and the notification shall include a description of the claimed defect.
13.4 CEAM Cavi Speciali S.r.l. guarantees the compliance of the Products to particular specifications or tehcnical characteristics, or rather their suitability to particular applications only as much as such characteristics or applications have been specifically agreed upon in the Contract or in documents referred to that purpose in the Contract.
13.5 Specific conditions of use of the Products manufactured in compliance with specifications or particular technical characteristics will be guaranteed by CEAM Cavi Speciali S.r.l., only as much as such characteristics and applications are specifically indicated in the Contract or in documents referred to in the Contract itself.
13.6 During the warranty period, any possible reparation and/or replacement will be made, at CEAM Cavi Speciali S.r.l. discretion, inside its own workshops, in a third party’s, or at the Customer’s premises. For all the work to be carried out at the Customer’s premises, the Customer has to provide CEAM Cavi Speciali S.r.l., at his own expenses, with all the machines and people that are necessary for the reparation and/or replacement.
13.7 The replaced products or single parts remain CEAM Cavi Speciali S.r.l. property and the Customer shall return them to CEAM Cavi Speciali S.r.l..
13.8 Except where otherwise required by law, CEAM Cavi Speciali S.r.l., in case of damages, lack of quality or compliance defect of the Products, will only be bound to the reparation or replacement of the Products themselves in accordance with what stated above. It is to be understood that the obligation of repairing or replacing the products absorbs and substitutes each guarantee or responsibility established by law, and excludes any other responsibility of CEAM Cavi Speciali S.r.l. (both contractual and extra-contractual) that might be related with defects, lack of quality or conformity defects of the Products, as well as any responsibility of CEAM Cavi Speciali S.r.l. for direct or indirect damages caused by the defects, including, for example, the emerging damage or loss of profit deriving from the stoppage of the Customer plant where the Products should operate.
14. TITLE RETENTION AGREEMENT
14.1 Exception made for possible and circumstantial communications from the Customer, that might have a negative impact of the product claim right by CEAM Cavi Speciali S.r.l., the property of the Products remains to CEAM Cavi Speciali S.r.l. until the Customer pays the price entirely.
14.2 This reserve to the property right in favour of CEAM Cavi Speciali S.r.l. does not have any impact on the transfer of the risk, as indicated in point 7.
15. TESTING.
15.1 Where indicated in the Commercial Offer, any possible test will be performed, unless otherwise agreed by the parties, at CEAM Cavi Speciali S.r.l. premises, or in a place indicated by the company itself.
15.2 The test will be performed in accordance with the normal field procedures used in Italy.
15.3 The Customer will have the possibility of taking part to the test through the sending, at its own expenses, of its technicians. For this purpose, CEAM Cavi Speciali S.r.l. will inform the Customer, with adequate notice, about the test date.
15.4 After the test, in case the Product should prove not compliant to the tehcnical specifications indicated in the Commercial Offer, CEAM Cavi Speciali S.r.l. will be entitled to proceed in the shortest time possible with the elimination of the non- comformities or with the termination of the Contract.
16. RETURN OF THE GOODS.
16.1 In case of defects or non-conformities of the Products, such Products can be accepted by CEAM Cavi Speciali S.r.l. only after a written authorization by the Quality Department of CEAM Cavi Speciali S.r.l.
16.2 Prior agreement between the parties, any possible return of Products sitting in the Customer’s warehouse will be regulated as follows, depending on the period passed from the invoice date:
a) Within 6 (six) months: 20% curtailment of the value indicated in the invoice.
b) From 6 (six) to 12 (twelve) months: 30% curtailment of the value indicated in the invoice.
c) From 12 (twelve) to 24 (twenty-four) months: 50% curtailment.
d) Beyond 24 (twenty-four) months: to be agreed between the parties.
17. FORCE MAJEURE.
17.1 The parties can suspend the execution of their contractual obligations in case such execution is made impossible or unreasonably burdensome by an obstacle that is independent from their will, such as strike, boycott, lockout, fire, war (declared or not), civil war, revolt or revolution, requisition, embargo, laws, regulations or measures by public authorities, energy cut out, delays in the delivery of components or raw materials. Any possible circumstance as the ones indicated above, occurred before the termination of the contract, will grant the right to the interrumption of the contractual obligations only if their consequence could not be foreseen.
17.2 As soon as the force majeure occurs, it has to be immediately notified in writing to the other Party, and so its termination, in order to take advantage of this clause.
17.3 Each Party will have the right to terminate the Contract whether the interrumption due to force majeure lasts more than 6 weeks.
18. PRIVACY.
18.1 CEAM Cavi Speciali S.r.l. and the Customer acknowledge each other that in accordance with the art. 13 of the Legislative Decree 30th June 2003 n. 196 (Codice in materia di dati personali) the personal data will be handled solely for contractual purposes and for the fulfillment of the relevant law obligations, also fiscal and accounting.
The information will be handled both through a computer and a manual registration, and the data might also be communicated to third parties operating in foreign countries, solely for the above mentioned purposes. The information, anyway, will not be diffused.
18.2 In compliance with the above mentioned Legislative Decree, the Parties acknowledge each other that the rights listed in art. 7 of the same Decree might be exerted at their mutual premises, addressing themselves to the adequate subjects.
18.3 Each failure to comply with the regulations included in the article is considered as a severe non-fulfillment in accordance with the art. 1455 c.c.
19. APPLICABLE LAW – COMPETENT COURT.
19.1 The Contract is ruled by the Italian Law. If the Customer is located outside Italy, the United Nations Convention on Contracts for the International Sale of Goods signed in Vienna on 11 April 1980 will find application.
19.2 The Court of Padua will have exclusive jurisdiction on any dispute about the termination, execution, interpretation, validity and resolution of this Contract.
20. BAN ON RE-EXPORT TO RUSSIAN FEDERATION
20.1 The [importer/buyer] shall not sell, export or re-export, directly or indirectly, into the Russian Federation or for use in the Russian Federation any goods supplied in accordance with or in connection with this Agreement which fall within the scope of Article 12 -octies (or 12.g) of Regulation (EU) no. 833/2014 of the Council.
20.2 The [importer/buyer] will use its best efforts to ensure that the purpose of paragraph (1) is not infringed by third parties further down the trade chain, including possible resellers.
20.3 The [importer/buyer] will set up and maintain an appropriate monitoring mechanism to detect conduct of third parties further down the trade chain, including possible resellers, that breaches the purpose of paragraph (1).
20.4 Any culpable breach of paragraphs (1), (2) or (3) shall constitute a material breach of a material provision of this Agreement and the [exporter/seller] shall be entitled to appropriate remedies including but not limited to exhaustive:
i. the immediate termination of this Agreement for just cause pursuant to and for the purposes of art. 1456 c.c., e
ii. a penalty of 20% of the total value of the net value of the corresponding order (without prejudice in any case to further damage) considering that the [importer/buyer] is expressly authorized to demonstrate that no damage has occurred or that the latter is substantially lower than the fixed penalty.
20.5 The [importer/buyer] will immediately inform the [exporter/seller] of any problem resulting from the application of paragraphs (1), (2) or (3), including any relevant activity by third parties that may infringe the purpose of paragraph (1). The [importer/buyer] will make available to the [exporter/seller] any information relating to compliance with the obligations set out in paragraphs (1), (2) and (3) within two weeks after the request for such information.