REV.00 - 12/03/2020
GENERAL CONDITIONS OF SALE
1. GENERAL DETAILS
1.1 This document is intended for direct customers (hereinafter “Customers”) of CAME S.p.A. (hereinafter “CAME”).
1.2 Its purpose is to define all of the provisions that shall regulate all purchase agreements stipulated between CAME and each Customer (hereinafter “General Conditions of Sale”).
1.3 All purchase agreements related to the General Conditions of Sale are exclusively for products bearing the brand “CAME”, “Bpt” and “CAME BPT” (hereinafter “Products”). Save otherwise provided, for the purpose of these General Conditions of Sale. The term “Product” shall also refer to installation and Software, if so provided (article 13).
1.4 Under no circumstances shall these General Conditions of Sale constitute a direct offer from CAME to any third parties purchasing the Products, nor can they, in any case, bind CAME to any third party Customers, meaning the end-buyers of the Products.
2. ESTIMATE OFFERS
2.1 Offers sent by CAME to its Customers shall be valid for 30 days, maximum, from the day they are sent.
2.2 Data and illustrations on catalogs, websites, technical sheets, drawings and any other illustrative documents, are merely indicative, therefore they have no binding value, unless expressly provided.
3.1 Pursuant to article 1329 of the c.c., any orders signed by Customers and addressed to CAME shall constitute firm and irrevocable orders for 30 days from the day they are received by CAME.
3.2 The purchase agreement is executed;
a) with written confirmation of the purchase order from CAME; or
b) by CAME actually expediting the purchase order.
3.3 Any change or addition of single provisions of the General Conditions of Sale or of the purchase order shall have no validity, unless expressly approved in writing by CAME. If any changes are made to the purchase order, CAME reserves the right to cancel both the changes and the original purchase order.
3.4 The delivery date, of the Products, on the purchase orders is merely indicative, and any delays with respect to this term shall not constitute grounds for claims or termination of the agreement. Particularly, CAME reserves the right to extend the delivery terms, as well as to cancel a purchase order due to force majeure, or, to any events which are beyond its will; such as changes in Customers’ legal situation; difficulty in sourcing raw materials and component parts.
4. DELIVERY AND SHIPPING
1.1 The Products are delivered Ex Works Dosson di Casier (TV)/Sesto al Reghena (PN) ICC INCOTERMS® 2010(hereinafter “Delivery”).
4.1 The risk is transferred at the moment the Products are delivered by CAME to Customers, who shall bear the transport costs.
4.2 Unless otherwise agreed, CAME decides, in the name and on behalf of Customers, the type of shipping, the route and the carrier.
4.3 CAME reserves the right to execute anything or make any partial Deliveries of the purchase orders by giving previous notice to the Client. All partial Deliveries shall be duly invoiced and the terms of payment shall begin from the date of each invoice. Payment for partial Deliveries may not be deferred to, once the Deliveries are completed according to the original purchase order. Even partial deliveries shall mean the application of what is stated in article 4.1.
5. PRICE LISTS
5.1 Price is that which is shown on the latest CAME price list, for Products delivered to Customers, normal packing included, VAT and shipping cost excluded (hereinafter “Price”). The latest price list issued by CAME voids any previous ones. If there is a price-list change during the 30-day term stated in article 3.1, CAME will apply the new price list in effect, when CAME receives the purchase order.
5.2 Save what is provided for under article 9, installation and other accessory services are not included in the Price.
6.1 Payment of the Price shall take place within the agreed term. With no prejudice to any greater damages, failure to pay the Price within the agreed term, means that late interest in commercial transactions, pursuant to L.D. no. 231 of 09.10.2002, will be applied (as implementation of the European Parliament’s and Council’s Directive 2000/35/CE and of the Vienna Convention of 11.04.1980, ratified by the Italian State with L. no. 765/1985) and subsequent modifications and amendments. Said interest shall be calculated from expiry of the payment term and shall be due with the third payment request issued by CAME.
6.2 In the event of delays in paying the Price, any currency exchange losses shall, in any case, be paid to CAME by the late-paying Customers.
6.3 Customers may raise questions or make exceptions, as concerns CAME, only after paying the Price and/or other compensations due for installation and/or other accessory services.
6.4 In the event of any irregularities in paying the Price, CAME reserves the right to:
i) suspend all purchase orders, as well as any Deliveries underway, and decline all liabilities for any prior notices or any ensuing damages;
ii) block the Software (article 13), if any.
7. RETURNS AND CLAIMS
7.1 All claims must be in writing within eight (8) days of receiving the Products, whether the claim is grounded on the basis of quantity or quality of the Products delivered.
7.2 The Products returned for commercial reasons shall be accepted by CAME only after a prior written agreement, and, exclusively for new Products are returned complete with their original packing. It remains understood that this article shall not apply for faulty Products covered by warranty according to article 8 below.
7.3 Returned Products must be returned along with their specific return transport papers, showing CAME’s written clearance as well as the quantity and quality of said Products.
7.4 Returned Products shall not be considered as accepted by CAME unless they have undergone the above mentioned procedure, and they especially cannot be considered as accepted if Products have been received at any of CAME’s facilities.
8.1 This guarantee for commercial dealings, or in case of sale of goods for professional use, is provided in compliance with article 1512 of the Italian Civil Code and, unless otherwise agreed among the Parties, it is limited to repairing or replacing parts of Products which CAME agrees to be flawed (hereinafter “Conventional Guarantee”).
8.2 Application of the regulations established by articles 1490-1495 of the Civil Code as concerns any legal guarantee is hereby excluded. Consequently CAME shall not be held to provide any compensatory damages pursuant to article 1494 of the Civil Code.
8.3 CAME guarantees that the Products work properly. Unless otherwise agreed, the Conventional Guarantee terms are the following:
i) for Products, spare parts included, bearing CAME trademark, parking system line excluded, CAME BPT and Bpt trademark→ 24 months.
ii) For regenerated Products bearing the trademark CAME and repaired Products, bearing the trademarks CAME, CAME BPT and Bpt→ 6 months.
For Products under letters i) and ii) above the Conventional Guarantee term starts from the date of the invoice. Failing the invoice the Conventional Guarantee term starts from the date of manufacturing which appears on the Products.
For tubular motors from the Art range with mechanical limit switches, the warranty is 60 (sixty) months from the manufacturing date.
For the Parking System product line, the warranty is 12 + 3 months from the date of subscription of the Commissioning Report (Article 9.3), if such signature is done within 3 months from the invoice date. Otherwise, the Conventional Guarantee period will start from the invoice date.
8.4 The Conventional Guarantee is subordinated to respect the technical features, regular maintenance, proper state-of-the-art installation in safety conditions, and, according to conformity of use, all of which is detailed in the technical documentation which comes with the Products and/or with the applicable law.
8.5 The Conventional Guarantee is not valid for: 1) consumer goods used in installing, maintaining and assembling; 2) goods easily worn out (i.e.: paper; springs; heads etc.); 3) any damage caused or any malfunctioning generated by factors other than the Products (i.e.: vandalism; weather; overvoltage of the electric line or of the data transmission line etc.) which are due to environmental interferences, of any nature, which exceed the limits established by law, 4) pre-existing installations or ones yet to be created, 5) lack of maintenance, 6) Software updates/modifications and/or parameter changes not made by CAME and/or by the Company owner of the Software, 7) loss of information stored in the system and/or deterioration of the system as a result of improper use. The Customer shall be the only responsible for the communication of personal data to the Public Authorities.
The Conventional Guarantee becomes void even if tampering is detected, or as a result of improper use of Products. If an Internet connection is needed for the Products' control systems, CAME does not extend any warranty or accept responsibility for any consequences in terms of security or control procedures of the internet accesses by Customers or third parties. The Customer is responsible for ensuring that the control systems of the Products and databases are adequately protected to ensure the correct operation of the entire system. For claims relating to Software not owned by CAME, the same warranty conditions applied by the licensor will apply.
8.6 CAME exclusively guarantees that the software conforms to the technical specifications stipulated with the Customer, and, that the technical characteristics - mentioned in the documentation and in the technical manuals prepared by the Software’s owner - are true. No other type of guarantee applies.
8.7 Terms of implementation: unless otherwise agreed, the Conventional Guarantee is rightfully exercised by showing the purchase document copy (fiscal invoice). Customers must report any flaws - in writing, to CAME within the 30-day expiration term from the date the flaw is discovered. Any action must be exercised within the six-month statute of limitations term from the moment said flaw is discovered. The parts of Products for which the Conventional Guarantee is applied must be shipped by Customers to CAME’s registered office.
8.8 Customers may not request compensation for any indirect damages, missed profits, loss of production and in any case may not request damages for sums exceeding the value of the component parts or of the Products supplied. Unless otherwise agreed, all transport costs for Products needing repairs, or, repaired, even if covered by the Conventional Guarantee, shall be borne by Customers.
8.9 No external intervention made by CAME’s technical staff is covered by the Conventional Guarantee. Assistance services will be regulated by the costs schedules of CAME or of companies belonging to the CAME group . Installation costs shall be entirely born by the Client.
8.10 Specific changes to the herein described conditions of the Conventional Guarantee may be established by the Parties hereto in their own commercial agreements.
8.11 The Products requiring replacement and/or repairing, covered or not by the Conventional Guarantee, shall be object of a specific authorization (RMA- Return Merchandise Authorization) according to CAME policy.
8.12 The Products, functioning and/or irreparable, shall be returned to the Customer, and all the technical test costs shall be borne by said Customer.
9. INSTALLATION AND TRAINING
9.1 If expressly provided, CAME will install the Products, organize the labor, materials and the necessary tools and assume the risk related to such activities. For this purpose the Customer acknowledges that installation may be assigned by CAME to third parties.
9.2 It is understood that the Customer shall provide all preliminary jobs that are instrumental for the installation of the Products, such as, but not limited to, setting up the foundations; laying and testing electrical cables; supplying electricity, providing a direct telephone line and/or data-transmission line. Installation is subject to the proper execution of such preliminary jobs. The Customer shall also give to CAME the name of the contractor who will work with CAME during the installation.
9.3 It is also understood that CAME is not liable towards the Customers for any malfunctions of the Products when they are integrated into systems, structures or installations provided by third parties, such as network infrastructures and electrical wiring as indicated in previous paragraph – and the malfunction arises from a defect in the configuration and/or installation of aforementioned systems, structures or installations, not attributable to CAME.
9.4 In the event of external delays, ones not attributable to CAME, CAME may proceed, upon notice to the Customer, with delivery, invoicing and subsequent payment request concerning the Products. The invoicing and payment of any other work / services (installation, commissioning, training, etc.) will be carried out after these activities have been completed. In this case, CAME reserves the right to apply price increases for suspended jobs, depending on the increase in costs resulting from such suspension.
9.5 Once the Product installation is completed, the Customer must sign the commissioning report (hereinafter "Commissioning Report") specifying the delivered Products and the acceptance date. The Commissioning Report means the installation work is accepted and the Conventional Guarantee period will start on the date it is signed (Article 8).
9.6 Except for specific Customer complaints, installation will be considered accepted by the Customers, even if the Customers have yet to sign the Commissioning Report after 7 days that the installation of the Products has been completed and delivered.
9.7 Any force majeure circumstances (i.e. strikes, lack of raw materials, fires, earthquakes, etc.) shall cause an extension of the agreed delivery terms, after notifying the Customer.
9.8 In the event of, once installation is finished, some minor system applications will need to be completed the Customer is not affected at all, and will sign a provisional Commissioning Report. In any case CAME will invoice the full Price, if not yet invoiced. Once the anomalies have been corrected, the final Commissioning Report will be signed. However, it is understood that the Conventional Guarantee (article 8) will apply only once the provisional Commissioning Report is signed.
9.9 If agreed, CAME will provide the Customer with training courses on the use and regular maintenance of the Products.
10.1 Any repairs, to Products, requested by Customers shall be made by CAME, after agreeing on the cost of said repairs. Unless otherwise agreed, on-site services are not included.
10.2 The Customer shall follow the procedure provided by CAME. In any case, the expenses for labor and shipping (there and back) shall be borne by Customers.
11. CONDITIONAL SALE
11.1 By express agreement, Products shall belong to CAME until the Price has been fully settled by Customers, regardless of who is in possession of the Products. Any transport costs or any other costs required for retrieving/un-installation of the Products, as well as any extraordinary and repeat expenses, shall be borne by Customers.
12.1 Customers are aware of the fact that the Products are protected by patents and are the result of Know-how and design skills which exclusively belong to CAME, pursuant to the Industrial Property Code (L.D. no. 30/2005).
12.2 It is expressly prohibited for Customers to violate said CAME rights, and under no circumstances shall Customers remove, suppress or in any way alter the markings or other distinctive signs or logos of any kind which are borne by the Products. It is also prohibited to affix any additional markings of any nature to the Products. Any form or attempt at reproducing or using the CAME brand name or any other marking appearing on the Products is prohibited, unless otherwise authorised by CAME in writing.
12.3 In any case, the liability - of CAME and/or of the other CAME group companies - for direct damages due to infringement of third-party intellectual-property rights, will in not exceed the Price of the Products and/or the License fee. Any compensation for indirect damages is expressly excluded.
13.1 A Product Order may also provide for the sale and/or licensing of software owned by CAME S.p.A. and/or third parties. However, no source code will be provided.
13.2 If provided, the license will be granted by CAME and will be non-exclusive, non-transferable and for payment (hereinafter "License"). The fee, if any, and the License term will be indicated in the Commercial Conditions. The Customer acknowledges and agrees that the License does not imply any ownership right regarding the Software which is exclusive property of the licensing company.
13.3 For these purposes the following definitions will be used:
- "Software" means instructions or database in readable form by computer and / or paper format.
- "Designated Machinery" means the Product in which the Software will be installed.
- "Specified Operating Environment" means the format for the Products, equipment and programs for which the Software has been designated as operating.
13.4 Software copies are permitted for archival and/or security purposes only.
13.5 In case of inability to use the Software on the Designated Machinery due to improper operation of the Designated Machinery, the Software may be temporarily transferred to another computer system only during the period of failure of the Designated Machinery.
13.6 It is forbidden to install the Software in more than one system.
13.7 It is forbidden to decompile, disassemble, reverse engineer, modify the programming lines of the object codes and / or sources of the Software or any part thereof, in breach of copyright rights or patents, if any, owned by CAME or by companies belonging to the group CAME
13.8 Any reproduction of the Software or any part thereof, except for backups or temporary installation, requires the written authorization of CAME and from the company owner of the Software.
13.9 The Customer agrees to use the Software solely for the purpose of operating the Designated Machinery.
13.10 The Customer is solely responsible for the use of the Software and its possible combination with other programs not supplied by CAME.
13.11.1 The Software is subject to the Conventional Guarantee terms provided under article 8.
13.11.2 The Conventional Guarantee will only apply if the Software is used in the correct Specified Operating Environment. CAME does not guarantee that the Software may be used in all combinations selected by the Customer, nor that its operation fully meets its needs, nor that it is free of errors derived from such combinations.
13.12 ADAPTATIONS AND MODIFICATIONS
13.12.1 CAME reserves the right to modify and update the Software in order to obtain greater functionality of the Software.
13.12.2 In the event of updates or modifications, CAME will notify the Customer, in case it is of interest, mentioning the Prices applicable to new updates and / or modifications.
13.12.3 In the event that the Customer rejects such updates or modifications, CAME shall not be liable for any malfunction of the Software and / or the Designated Machinery.
13.13 CUSTOMER WITHDRAWAL
13.13.1 The Customer may communicate the will to desist the License by sending registered mail with acknowledgment of receipt, with a notice of sixty (60) days.
In such case, the Customer will be obliged to pay the fees due until the end of the period of notice and cannot receive the refund of the License fee.
Notwithstanding the foregoing, the obligations arising from the General Conditions shall remain in force.
13.14 LICENSES FOR THIRD-PARTY SOFTWARE
Licenses owned by third parties will be governed by the licensor's license conditions. CAME's liability, for any breaches by the Customer, is excluded
14. EXPRESS TERMINATION CLAUSE
Pursuant to and by effect of article 1456 of the Civil Code, non-payment or delayed payment, even partial, of the Price by the Customers, according to the modes established at point 6 of these General Conditions of Sale, shall result in the termination of the sales agreement, with CAME having the right to ask the Customers for any damages incurred, along with restitution of the Products for which said Customers have not paid the Price.
15. AGREEMENTS BETWEEN THE PARTIES
In the event of any agreements, whether pre-existing or undertaken subsequently, between CAME and the Customers, as concerns returns and payment methods, said agreements shall prevail over what is established by the General Conditions of Sale.
16. APPLICABLE LAW AND COURT OF JURISDICTION
16.1 Any purchase agreements entered into according to these General Conditions of Sale, are subject, and must be interpreted, according to the laws of the Italian state, thereby excluding any other laws (included Vienna Convention).
16.2 Any disputes which may arise as a result of the above mentioned purchase agreements shall be subjected to Italian jurisdiction and tried exclusively at the Court of Treviso (Italy). In any case, CAME reserves the right to sue the Customers in the Courts of the countries in which Customers have their legal seats.
17.1 In accordance with EU Regulation 2016/679 on the protection of personal data, any personal data transmitted by the parties will be processed to give execution to this agreement, as well as in order to allow the fulfilment of all the various administrative, commercial, accounting and tax activities arising from the agreement. Each party undertakes to treat the data and information transmitted under confidentially and not to disclose them to unauthorized persons, nor to use them for purposes other than those for which they were collected or to transmit them to third parties other than those indicated below. Personal data may be communicated only to subjects delegated to carry out the activities necessary for the execution of the contractual commitments undertaken. The acquired data will be kept for a period of time not exceeding that necessary for the purposes for which they were collected or subsequently processed and in compliance with the statutory limitation periods.
17.2 The rights referred to in articles 15 and following of EU Regulation 2016/679, including the right to request access to personal data, rectification or cancellation of the same, limitation / opposition to processing, exercise of the complaint to the supervisory authority competent in the matter, Guarantor for the protection of personal data. The communication of personal data is a contractual obligation, as a necessary requirement for the fulfilment of the Contract.
For acceptance by the Customer
Pursuant to and by effect of articles 1341 and 1342 of the Italian Civil Code of Law, Customers hereby state to have read the articles of these General Conditions of Sale and to approve what is expressly established in articles 3 (orders); 4 (Deliveries and Shipping); 6.3 (Solve et repete); 6.4 (Exception of non-compliance); 8 (Warranty); 11 (Conditional sale); 13.13 (License withdrawal); 14 (Termination clause); 16 (Applicable law and court of jurisdiction).
For acceptance by the Customer