1. Definitions. The following definitions are used hereafter in this document “Conditions of Sale”:
- Coprel: Coprel srl;
- Client: refers to any person, firm or company that will buy the Products of Coprel from the latter;
- Products: goods produced, assembled and/or sold by Coprel;
- Parties: Coprel and the Client;
- Order/Orders: any written proposal sent to Coprel from the Client;
- Sale/Sales: any sale agreement between Coprel and the Client;
- Trademark: every trademark owned or licensee by Coprel;
- Intellectual Property Rights: all the rights of Intellectual Property and industrial rights owned by Coprel, including, without limitation: patents, designs, utility models, marks, know-how, technical specifications, data, registered or unregistered, and any request or registration related to such rights and any other rights or protection means.
2. Scope. These Conditions of Sale shall apply to all sales of Products, unless otherwise agreed in writing. Any tolerance by Coprel towards the Client in relation to the provisions of this contract shall not be construed as an implied waiver of the rights arising out of these Conditions of Sale.
3. Orders and Sales. Client shall submit specific Orders with description of Products, quantity required and delivery terms. Coprel reserves the right to modify at any time unessential specifications of Products.
3.1. A binding Sale will only be formed: (i) upon Coprel giving notice of its formal acceptance in written (by e-mail, fax or electronic means) of an Order; (ii) when Coprel shall receive acceptance of its offer; (iii) without written acceptance by Coprel when Products will be delivered directly to Client.
3.2. If Client shall cancel an Order accepted by Coprel, Coprel will not refund advance payment to pay all the costs, for work as well, sustained by Coprel prior to cancellation.
3.3. Also upon Client’s request, Coprel may provide technical specification, assistance or indications on how to use the Products. Any data, assistance or indication provided by Coprel is accepted at the Client’s own risk. Coprel cannot be held liable for any consequential loss or damage. Coprel will not be responsible for the consequence of inaccurate or inadequate information or technical specifications provided by Client or third parties appointed by Client.
3.4. Coprel will not be held liable for any loss of income, agreements, profits of the Client caused by the use of Products, without limitation.
3.5. All drawings, pictures, illustrations, technical information and performance or any other data and information relating to Products contained in documents or drawings attached to the offer by Coprel or included in catalogues, table, price list, web site or advertisement of Coprel are purely for information. Any variant or deviation will not be considered as a reason for not accepting the Products or to lodge a complaint to Coprel.
4. Price of Products. Price of Products will be specified in the offer submitted by Coprel and accepted by the Client. Prices are valued excluding sales tax, that will be due at the date of delivery or pursuant to specific provisions included in the invoice. Prices are EXW (IncoTerms 2013) Coprel’s facility. Prices include carton packaging cost as Coprel standard practice. Products delivery and transportation and all the risks and costs from Coprel’s facility to Client’s facility will be on Client.
4.1. Until the agreed price will be fully paid, Coprel will maintain the retention of title of Products, even in case of installation of the Products in other Client’s products or third party’s products. Client shall act in accordance with any law in force in order to obtain a valid and enforceable retention of title clause for the benefit of Coprel, even towards third parties. Client will inform third parties that Products are Coprel’s property.
5. Delivery terms and transportation. Unless otherwise specifically agreed in writing, Coprel shall deliver Products EXW Coprel’s facility. Partial delivery shall be permitted. Risk of loss shall pass to Client when Products are delivered.
5.2. Delivery shall be at the time scheduled in the Order. Unless otherwise specifically agreed in writing, delivery terms are purely indicative and are not-essential terms ex art. 1457 Italian Civil Code. Client will no claim damage if Products will be delivered within 20 days over the scheduled delivery’s term, to intend as tolerance term. Additional tests may affect delivery time.
5.3. In addition to art. 5.2, Coprel shall not be held liable for delayed or failed delivery, if caused by events beyond Coprel reasonable control. Such events would include (but are not limited to) a) inadequate technical information or imprecision or delay of the Client in transmission to Coprel information or technical data necessary to the Products production; b) difficulties in obtaining production materials; c) production or order planning problems; d) partial or total labor strike, black out, natural disaster, measures imposed by public authorities, disorders, acts of terrorism and any force majeure; e) if Client is not up-to-date with payment. In such cases Client will have no right to claim damages.
6. Payments. Unless otherwise agreed in writing, Coprel, at his own option, will issue the invoice when Order will be accepted or when Products will be delivered. All payments shall be in Euro and within the terms indicated in the Order or in the invoice.
6.1. Coprel shall claim interest on overdue payment at rate of 7 (seven) points above European Central Bank’s official reference rate. In case of payment delay Coprel shall suspend or cancel others delivery to Client, also related to different Orders. In case of suspension of the delivery of Products or termination of Sales Client will not have right to claim damages.
6.2. In case of non-fulfillment within 10 (ten) days from the term agreed, Coprel shall send payment reminders to Client. Every payment reminder will be charged of ˆ 15,00, for a maximum of 3 (three) reminders. In case of further breach of the payments, Coprel shall take legal actions.
6.3. Solve et Repete clause. In no case Client will have the right to suspend or delay payment, interests and any other auxiliary charges as well, in order to claim damage of the Products or delivery failure, also related to different Products or Orders. Client will not be entitled to commence or continue legal proceedings without previously fulfilling the due payments. Client will not be entitled to compensation payment, deduction or reduction until judgment which has the force of res judicata.
7. Non-conformance. At the delivery of the products, Client shall immediately 1) check quantities and packaging; 2) check Products for conformity to Order; 3) record any objection and non-conformance on the delivery note. Products will be considered conform to the Order if defects shall not be notified at the delivery, or within 3 days from receiving if transportation shall perform by third party.
8. Warranty. Unless otherwise agreed in writing, Coprel guarantees, as by law, that the Products are tested and with no defect or failure. Coprel shall not guarantee part of Products product by third party. Cost for additional tests will be on Client.
8.1. The warranty shall not be valid if defects will be depending from: (i) damage by transportation; (ii) improper use or inappropriate applications of the Products; (iii) failure to follow the Products instruction relating to operation, maintenance and conservation; (iv) reparation or modification by the Client or third parties unless previously written authorization by Coprel. To the present Conditions of Sale “improper use” means any use of Products not approved in writing by Coprel, or use in environment or application not in compliance to the project or when Products will be used in environment or application not tested by Coprel. The Client declares to know the Product’s projects. Any improper use is forbidden.
8.2. If claim will be under warranty and noticed as agreed, Coprel shall, on its own discretion, change or repair Products or defected part. Coprel may retire Products from market and change it in the limit indicated on art. 8.8.
8.3. Client will send a written notice to Coprel for defects or failure within 8 (eight) days from i) delivery of Products if it will be clear fault or defect, or ii) upon discovery if latent fault or defect or not detectable by a reasonable person.
8.4. Fault or defect Products shall, upon previous authorization, be immediately send to Coprel, or any place indicated by Coprel in order to verify the Products. Unless otherwise agreed, fees and cost will be on the Client. If Client and Coprel will agree to change or repair Products in Client’s facility, travel and subsistence cost of the technical staff will be on the Client. Client will provide means and auxiliary staff to perform the reparation quickly and safely.
8.5. In no case the Client will claim the warranty to Coprel if the price of Products, also related to different Orders, will not paid as agreed.
8.6. Coprel will not acknowledge warranty to Products according to the laws and regulation in force in Extra-European Union Countries.
8.7. Without prejudice to prevision of art. 8.2, Coprel will not be liable for any damage, also to person or property, arising and / or connected and / or indirect and / or consequential to fault or defect of Products, including without limitation loss of income, profits, operational efficiency of the Client.
8.8. In any case damages are limited to the amount indicate in the invoice of Products that have defect or failure.
8.9. No warranty shall apply in case of modification of Coprel’s Products requested by the Client. In such case, warranty shall be applied only to single part provided by Coprel.
8.10. The Parties agree that Coprel has no knowledge of the intended use of the Products. Client releases and holds harmless Coprel of any responsibility arising from the use or the suitability for use or the practical application of the Products. Client will verify the capacity of link and proper operation related to characteristics and performance of Products, in relation to its machinery and equipments.
9. Patents and other Intellectual Property Rights. Client recognizes that any patent, right, drawing, picture, illustration, technical information, performance, mark or other Intellectual Property Rights are owned or controlled by Coprel. Client agrees that no Intellectual Property Right will arise in its favor within the scope of the present Conditions of Sale. Client will not use or attempt to register Coprel Intellectual Property Rights or register trademarks which is confusingly similar. Client shall refrain from any action which may adversely reflect to Coprel’s Intellectual Property Rights or that will damage the reputation of Coprel.
10. Express Termination Clause. Pursuant to art. 1456 Italian Civil Code, in any moment Coprel will terminate the single sale by written communication to Client in the event to failure to comply with its contractual obligations indicate in articles: 4 (Price of Products); 6 (Terms of Payment); 9 (Intellectual Property Rights).
11. Applicable Law. Conditions of Sale and each Sale shall be governed by Italian Law.
12. Jurisdiction. Court of Milan shall have exclusive jurisdiction in relation to dispute arising from or connected by the present Conditions of Sale end/or each Sale. Coprel, at its own discretion, may have the faculty to waive the exclusive jurisdiction.
13. Final Provisions. The whole or partial invalidity of any provision of the present Conditions of Sale shall not affect the validity of the remainder of other provision hereof.
13.1. Conditions of Sale have been drafted in both Italian and English languages. In the event of conflict between languages, the Italian text version will prevail.
14. Data Protection Law. The personal data of the Client shall be processed in accordance with the Italian Data Protection Law (Legislative Decree n. 196/2003). Client is informed that Coprel is the data controller and the personal data shall be collected and processed for the only purpose of the performance of this agreement. Client shall have right to obtain updating, rectification, integration, erasure and anonymization of its data.