Unless otherwise specified in the inquiries or order confirmations, these general conditions shall apply to all contracts for the sale of Products sold by CAGIS S.r.l. (below CAGIS S.R.L.) and they are considered known to all Clients:
1.1 For the purposes of these general sales conditions (hereinafter “General Sale Conditions”), the following terms have the meaning hereby assigned to them:
– “Client”: any company, institution or legal entity that purchases Products from CAGIS S.R.L.;
– “Products”: goods produced or sold by CAGIS S.R.L.;
– “Order / s”: any proposed purchase of the Products by the Client to CAGIS S.R.L.;
– “Sale/s”: each contract of sale between CAGIS S.R.L. and the Client as a result of the receipt by the Client of the written acceptance of the order by CAGIS S.R.L.;
– “Trademarks”: all the trademarks that CAGIS S.R.L. owns or licenses;
– “Intellectual Property Rights” means all intellectual and industrial property rights of CAGIS S.R.L., including, without limitation, the rights relating to: patents for inventions, designs, trademarks, know-how, technical specifications, data, registered or not, and any application or registration relating to these rights and any other rights or forms of protection of a similar type or having equivalent effect.
2.1 These Conditions of Sale apply to all the sales of Products. In the event of any conflict between the terms and conditions set forth in these Sale Conditions and conditions and terms agreed in a single supply, the latter shall prevail. CAGIS S.R.L. will not be bound by general conditions of purchase of the Client (hereinafter “GCP”), even in the event that a reference is contained in the orders or any other documentation of the Client, without the prior written consent by CAGIS S.R.L.
The CGP will not be binding for CAGIS S.R.L. even for acquiescence effect. In any case, all written communications shall prevail over verbal communications.
2.2 CAGIS S.R.L. reserves the right to add, modify or delete any provision of these General Sale Conditions, it being understood that such additions, modifications or cancellations will apply to all Sales concluded from the thirtieth day following notification to the Client of the new General Sale Conditions.
3) Order and Sales
3.1 Based on the Client’s request, CAGIS S.R.L. will generate an offer containing the description of the Products, the code, the color, the quantity requested and the price. The Client shall forward the order to CAGIS S.R.L.
3.2 The Sale shall be deemed to have been completed: (i) when the Client receives from CAGIS S.R.L. a written confirmation (such confirmation may be sent by e-mail, fax or telematic means) in accordance with the terms and conditions of the Order (ii) or, if the Client receives from CAGIS S.R.L. a written confirmation containing terms different from those contained in the Order, after two working days from the date of receipt of the confirmation containing non-conforming terms without that in the aforementioned period a written complaint from the Client is received by CAGIS S.R.L.; (iii) or, in the absence of written confirmation by CAGIS S.R.L., at the time the Products will be delivered to the Client.
In any case, the order and the Contract is concluded when the payment of the down payment indicated in the order confirmation is received by CAGIS S.R.L.
At the order confirmation will be attached the list containing the technical sheet. For the installation, maintenance, fixing and for all the technical documentation, it is necessary to refer exclusively to the technical data sheet included in the enclosed order confirmation list as well as to the installation and assembly manual attached to the product upon delivery of the goods.
3.3 Orders regularly accepted by CAGIS S.R.L. cannot be canceled by the Client without the written consent of CAGIS S.R.L.
4) Products Prices
4.1 The prices of the Products will be those indicated in the price list of CAGIS S.R.L. at the time of the Client’s ordering or, if the Product is not included in the price list or the price list is unavailable, those indicated in the Order and confirmed in writing by CAGIS S.R.L. at the time of acceptance of the Order. Except as otherwise agreed in writing between the parties, the above prices will be calculated Ex Works, net of VAT and discounts. These prices do not include the costs of packing, shipping and transport from the factories of CAGIS S.R.L. to those of the Client. These costs must be incurred separately by the Client.
4.2 CAGIS S.R.L. will retain the ownership of the Products up to the full payment of the price. The Client will have to fulfill all the requirements needed by the local laws in order to make this property right clause valid and executable to all third parties by also enrolling in any special register, if required locally.
4.3 CAGIS S.R.L. reserves the right to modify unilaterally, without notice and with immediate effect, the prices quoted in the price list in cases where the adjustment is due to circumstances outside the control of CAGIS S.R.L. (as a mere example: an increase in commodity prices and labor costs or changes in exchange rates or for any other reasons). In all other cases, the modifications will be communicated to the Client and will affect all Orders received by CAGIS S.R.L. as of the thirtieth day following the date on which the modifications have been notified to the Client.
5) Delivery terms
5.1 Except as otherwise agreed in writing between the parties, CAGIS S.R.L. will deliver the Products Ex Works from its factory upon delivery. If requested CAGIS S.R.L. will be authorized to deal directly with import customs and export practices of Products and handle all the other practices relating to the transport of Products at risk, at cost and expense of the Client.
5.2 Delivery will take place within the deadline indicated in the Order as agreed in the order confirmation or, if the deadline has not been indicated in the Order, within 90 working days from the first business day following the confirmation of the Single Order. The delivery terms are indicative and are not essential terms according to art. 1457 of the Italian Civil Code and in any case do not include shipping times.
5.3 Except as provided for in art. 5.2, CAGIS S.R.L. will not be held liable for delays or non-delivery due to circumstances beyond its control, such as merely exemplifying and without any pretension of exhaustiveness:
(a) Inadequate or inaccurate or delayed data by the Client in the transmission to CAGIS S.R.L. of information or data necessary for the shipment of the Products;
b) Difficulties in obtaining raw materials supplies;
c) Problems related to production or order planning;
d) Partial or total strikes, lack of electricity, natural disasters, measures imposed by public authorities, transport difficulties, causes of force majeure, disorder, terrorist attacks and all other causes of force majeure;
(e) Delay by the shipper;
(f) Any periodic checks carried out by the Italian Customs Agency.
5.4 The occurrence of any of the events listed above will not entitle the Client to claim compensation for any damages or loss of any kind.
5.5 If requested CAGIS S.R.L. will provide the following documents together with the order confirmation:
– Proforma invoice at the indicated price;
– Declarations of conformity on goods;
– Copy of Certification UNI EN 1090/2 upon Cagis Products;
Any requests for documents from the Client other than those indicated above must be addressed to CAGIS SRL at the time of order confirmation and in any case evaluated by Cagis.
5.6 CAGIS S.R.L. will provide the following documents together with the goods:
– Packing list if requested
– Delivery note
– Assembly manual
6.1 Except as otherwise agreed in writing between the parties, transportation will always be at Client’s expenses and risk. In case that CAGIS S.R.L. will be required to handle the transport of the Products, pursuant to art. 5.1, CAGIS S.R.L. will choose the method of transport it deems appropriate in the absence of specific instructions from the Client and in any case, the transport will always be at the expense and risk of the Client who also responds to the Sub-carrier.
7.1 Unless otherwise agreed between the parties, CAGIS S.R.L. will, at its discretion, issue deposit invoices and final invoices at the time of receipt of the payment.
7.2 Payments shall be made in Euros.
7.3 The failure to pay in agreed time will entitle CAGIS S.R.L. to ask the Client to pay interest expired at the rate established by Italian Legislative Decree no. 231 of year 2002.
7.4 Non-payment or delay in payments over 30 days will give to CAGIS S.R.L. the right to suspend the delivery of the Products and resolve any single sale agreement. Suspending delivery of Products or the resolution of sales will not entitle the Client to claim any damages.
7.5 Any claim regarding the Products and/or their delivery shall in no case justify suspension or delay in payment.
8.1 Any discrepancy in the Products delivered to the Client with respect to the type and quantity indicated in the Order must be reported in writing to CAGIS S.R.L. within five days from the date of delivery. If the complaint is not notified within the aforementioned period, the delivered Products will be deemed to be compliant to those ordered by the Client.
9.1 Unless otherwise agreed between the parties, CAGIS S.R.L. guarantees that the Products are free from defects (excluding those parts of the Products that are not produced by CAGIS S.R.L.) for a period of 1 year from the date of delivery to the Client.
9.2 The warranty will not be applied to those Products whose defects are due to (i) damage caused during transport; (ii) negligent or improper use of the Products; (iii) failure to comply with the instructions of CAGIS S.R.L. relating to the installation, operation, maintenance and storage preservation of Products; (iv) repairs or modifications made by the Client or by third parties without the prior written authorization of CAGIS S.R.L. (v) positioning of the Products in particularly salty environments or exposure of the Products to particular atmospheric agents or to thermal excursions of particular intensity.
9.3 Provided that the Client’s claim is covered by the warranty and notified within the terms of this article, CAGIS S.R.L. will, at its sole discretion, replace and repair any Product that presents defects or faults. The Client must report in writing to CAGIS S.R.L., the presence of defects or faults within 8 days of delivery of the Products in the case of manifest defects or faults, or within 8 days of discovery in case of defects or faults hidden or undetectable by a person of average diligence.
9.4 The Products to be denounced must be sent to the factory of CAGIS S.R.L. or any other place that the latter will indicate from time to time, at costs incurred by the Client unless otherwise agreed between the parties, in order to allow CAGIS S.R.L. the completion of the necessary controls. The warranty does not cover damages and/or defects of Products resulting from anomalies caused or connected to assembled/added parts directly by the Client or third-party buyers.
9.5 In any case, the Client will not be able to claim the warranty rights to CAGIS S.R.L. if the price of the Products has not been paid under the terms and conditions stipulated, even if the failure to pay the price under the terms and conditions stipulated refers to Products different from those for which the Client intends to claim the guarantee.
9.6 CAGIS S.R.L. does not recognize any guarantee regarding the conformity of the Products with the rules and regulations of countries that are not part of or do not belong to the European Union. No other guarantee, expressed or implied, such as, by way of example, the guarantee of good operation or suitability for a specific purpose, is granted with reference to the Products.
9.7 Without prejudice to the provisions of Art. 9.3 and except for the case of guilty or gross guilty, CAGIS S.R.L. will not be liable for any damages arising out of and/or related to Product defects. In any case, CAGIS S.R.L. shall not be liable for any indirect or consequential damages of any kind, such as, for example, losses caused by Client inactivity or loss of earnings.
9.8 In any event, the Client’s right to damages shall be limited to a maximum amount equal to the value of the Products with faults or defects.
10) Intellectual property rights
10.1 The Intellectual Property Rights are exclusive property of CAGIS S.R.L. and their communication or use in the context of these Conditions of Sale does not create, in relation thereto, any right or claim to the Client. The Client undertakes not to take any action inconsistent with the ownership of the Intellectual Property Rights and in violation of the same.
10.2 The Client declares that: (i) CAGIS S.R.L. is the exclusive owner of the Trademarks; (ii) the Client will refrain from using and recording similar or confusing trademarks with the Trademarks; (iii) the Client will use the Trademarks only in accordance with the instructions of CAGIS S.R.L. and exclusively for the purposes set forth in these Sale Conditions.
10.3 The Client hereby authorizes CAGIS S.R.L. to carry out, for demonstration and advertising purposes, photographs and/or videos of the Products when they have been assembled and set up on site. The Client hereby authorizes CAGIS S.R.L. to use for demonstration and advertising purposes, with any kind of media, the photographs and the videos taken.
11) Express termination clause
11.1 CAGIS S.R.L. shall have the right to resolve, pursuant to art. 1456 of the Italian Civil Code, at any time by written notice to be sent to the Client, the single sale in the event of failure of the obligations under the articles: 4 (Products Price); 7 (Payments); 10 (Intellectual Property Rights).
12) Change in Client’s terms of financial conditions
12.1 CAGIS S.R.L. will be entitled to suspend the fulfillment of the obligations arising from the sale of the products, pursuant to art. 1461 of the Italian Civil Code, in the event that the Client’s capital conditions become such as to pose a serious threat to the achievement of the comply of the agreement, unless a suitable guarantee has been provided.
13) Legal domicile, applicable law and jurisdiction
13.1 CAGIS S.R.L. is legally domiciled at its head office.
13.2 The General Sale Conditions and each sale shall be regulated and interpreted in accordance with Italian law with exclusion of Vienna Convention of 1980 on international sales of goods.
13.3 Any dispute arising out of or in connection with these General Sale Conditions and/or any Sale shall be initially mediated in accordance with the Adr Aequitas Conciliation Regulations (Conciliation Body entered in Article 5 of the Register kept by the Ministry of Justice). If the dispute is not reconciled with the outcome of the mediation, the dispute will subsequently be subject to the exclusive jurisdiction of the Court of Piacenza in Italy.
13.4 The jurisdiction belongs to the Court of Piacenza, Italy.
13.5 Except as provided in art. 13.3, 13.4, CAGIS S.R.L. reserves the right, when promoting a legal action as a claimant, to promote such action at the Client’s place of residence, in Italy or abroad.
The Client declare to approve, after careful reading, to the senses and for the effects of art. 1341 and following of the Italian Civil Code, the terms and conditions of this contract as set out in Art. 1,2,3,4,5,6,7,8,9,10,11,12,13.