Terms of Trade

GENERAL TERMS AND CODITIONS

PREMISE

These General Conditions of Sale, together with the specific conditions  time by time contained in the Orders, regulate and govern all sales Offers and sales of Products and Services provided by Camuna Cavi Srl (hereinafter, shortened, Camuna Cavi) to a Purchasing company / Client. Unless otherwise agreed in writing, any Order / purchase proposal put forward by a Purchaser  to  Camuna Cavi determines the application of these General Conditions of Sale, with waiver on behalf of the Purchaser / Client of the application of its own general conditions. Any conflicting or different conditions of purchase or other limitation applied by the Purchaser / Client will not be acknowledged, excepting the specific case whereby Camuna Cavi expressly provided written confirmation thereof.

These General Conditions of Sale have been prepared in Italian language, whereas the English translation has been made for a better comprehension only, and in case of any inconsistency, the Italian text shall prevail.

1) DEFINITIONS

The terms and expressions  below enlisted have, within the scope of these General  Conditions of Sale, the meaning set forth below,  being understood that the terms defined in plural refer also to the singular and vice versa :

Client: the purchaser of the products;

Testing: the operation of technical check performed by Camuna Cavi on the conformity of Products to Technical Specifications;

Order Confirmation: acceptance by Camuna Cavi of the Order issued by the Client;

Goods: see Product

Offer: any Offer submitted by Camuna Cavi to Client;

Order:  set of conditions contained in each Purchase Order issued by the Client;

Party: depending on the context, Camuna Cavi or the Client;

Price: the price of the Products quoted in the Order and in the Order Confirmation;

Product: any good subject of an Order;

Technical Data Sheets: see Technical Specifications;

Technical Specifications: the document referred to in the Offer in which  characteristics and Technical Specifications of Products subject of the Offer are set;

Testing Report:  the report, undersigned by the Parties, certifying the conformity of Products to Technical Specifications.

2) CONCLUSION OF THECONTRACT OF SALE

2.1.) All orders / proposals formulated by the Client, to be sent in writing to Camuna Cavi, shall be considered as firm and irrevocable and must be accompanied by the Technical Data Sheets of the products duly signed for acceptance.

2.2) The orders / proposals will be considered accepted and binding, without prejudice in that case of the conclusion of the Agreement,  exclusively on receipt by the Client of the Order Confirmation to be sent by Camuna Cavi.

2.3.) If the content of the Order Confirmation is not completely and fully compliant with the Order, the Order Confirmation sent by Camuna Cavi must be deemed as a new Offer to be reconfirmed issuing/revising the Client the Purchase Order.

2.4) All offers made ​​by Camuna Cavi, sent by the same to a Client, are valid only within the time limit therein specified; lacking specification of the time limit, the validity of the offer is of 15 calendar days from the date of its transmission; that period elapsed, the offer is deemed without any effect and effectiveness.

3) PRICES

3.1.) The prices are expressly quoted in the Order Confirmation.

3.2) The prices are fixed and cannot be subject to change, unless otherwise agreed in writing by both Parties.

3.3.) The prices are in Euros, unless otherwise agreed in writing by the Parties.

3.4) Sales prices in the national territory are exclusive of VAT which will be added and will be expressly indicated in the invoice as well as other tax provided by law, except in case, only if provided by law, in which the Client releases to Camuna Cavi suitable statement of intent or notice of exemption for triangulation.

4) TOLERANCE

4.1) The Client acknowledges and accepts without reservation that the invoiced quantity correspond to the one actually delivered, and that this might differ, with a minimum of 15 m, by a ± 5% from the quantities ordered and that, unless otherwise agreed in writing, quantity can be delivered in one or more lengths (sizes), compatibly with the technological capabilities of Camuna Cavi.

4.2) The invoiced amounts are subject to tolerance of the measuring instruments at disposal of Camuna Cavi, to be deemed equal to ± 0.5% for each size.

5) PAYMENTS

5.1.) Payment for the supplies shall be made ​​by the Client to Camuna Cavi according to the terms and conditions contained in the Order Confirmation or agreed in writing.

5.2.) If it is agreed on payment of a percentage of the price as an "advance payment" and the Client fails to carry out this payment within the agreed deadline, the contract shall be immediately terminated with consequent right of Camuna Cavi to suspend delivery and to act for compensation of all damages, including damages resulting from the purchase of Goods to meet the Order as well as costs and expenses incurred for the storage of these Goods at the warehouse. In case a payment by instalments has been agreed for the supply, failure of payment of a deadline shall entail the immediate termination of the contract, the acceleration clause also for subsequent instalments, pursuant to art. 1186 cc, and the power of Camuna Cavi to claim compensation of all damages.

5.3.) Camuna Cavi reserves the right to request from the Client within 15 calendar days from the date of the Order Confirmation, to provide in its favor a bank guarantee on first demand issued by a major bank for an amount equal to the value of the Goods supplied. This guarantee shall be enforceable regardless  to the receipt of a notice on  the supplied Goods and to issuing of related Court proceedings. In the event of this request, the effectiveness of the Order, namely the conclusion of the contract, shall be subject to the precedent condition of obtaining by Camuna Cavi the aforementioned guarantee; if the guarantee is not released, Camuna Cavi may deem the reached agreement to be null and void and may legitimately suspend the fulfillment of its obligations.

6) LATE PAYMENTS AND INTEREST

6.1) In case of delay in payment, provisions of Legislative Decree no. 231/2002 and interest for commercial transactions therein provided shall apply.

6.2) Interest for late payment shall be payable for the period starting from the contractual due term and / or of expiry of the outstanding invoice and until the date of actual payment.

6.3.) In the event of breach  and / or changes in the contractual conditions, and / or long delay and / or high exposure of the Client, also due to other contractual relationships and / or sales of the Client, Camuna Cavi reserves the right to apply the provisions of Articles. 1460 (exception  of withholding performance) and 1461 (changes in the patrimonial standings of the contracting parties) of Italian Civil Code, to take action for appropriate precautionary measures, and to resort any other kind of afforded self-protection; including the interruption of supply and any action for damages.

6.4.) In the cases provided in paragraph 6.3), Camuna Cavi is entitled to suspend any supply also related to other contractual relationships as well as any payments due by Camuna Cavi , also depending on and related to other contractual relationships.

6.5) Any extended payment plan, agreed in writing  or by  conduct between the parties, does not constitute a novation of the Agreement and / or waiver of the credit, unless express provision and agreement in writing between the parties.

6.6.) In case of failure and / or delay in payment of the price or of one or more installments, upon warning to comply pursuant to and to the effect of art. 1454 Italian Civil Code, Camuna Cavi may immediately terminate the Contract.

7) METHODAND DELIVERY TERMS

7.1.) Camuna Cavi undertakes to meet delivery terms as agreed in the Order Confirmation, that, however, are subject to changes upon its needs. In any case, no compensation of any kind shall be paid for any direct or indirect damages arising from delays in delivery, total or partial interruption of the supply.

7.2.). All delivery terms are considered to be INCOTERMS 2010 compliant.

7.3) If for any reason, on the agreed delivery date in order and after the communication of “Goods Ready” (sending of the Packing List) the  Goods  subject of the Contract having been prepared,  delivery has not taken place for reasons not attributable to and not dependent on Camuna Cavi, the Delivery is deemed to be carried out by the simple notice of "Goods Ready" or "Materials  Ready to testing " and all risks related to the products / materials, also to the effect of the calculation of any penalties, are transferred to the Client. In this case with regard to the materials not collected by the Customer, Camuna Cavi may at its discretion agree to keep the goods in its warehouse , at no additional cost to the Customer, for a maximum period of 15 days from the notice of “Goods Ready” or “Materials Ready to testing”.

After this period of free storage Camuna Cavi will apply to the customer a charge equal to 2% (two percen) per week of the value of the goods not collected, with a minimum of Euro 200,00 (two hundreds Euro) per week. Camuna Cavi shall be entitled to invoice the Goods to the Client and product warranties shall start from the date of the invoice.

No Re-Export to Russian Federation

1. The [Importer/Buyer] shall not sell, export or re-export, directly or indirectly, to the Russian Federation or for use in the Russian Federation any goods supplied under or in connection with this Agreement that fall under the scope of Article 12g of Council Regulation (EU) No 833/2014.  
2. The [Importer/Buyer] shall undertake its best efforts to ensure that the purpose of paragraph (1) is not frustrated by any third parties further down the commercial chain, including by possible resellers.
3. The [Importer/Buyer] shall set up and maintain an adequate monitoring mechanism to detect conduct by any third parties further down the commercial chain, including by possible resellers, that would frustrate the purpose of paragraph (1).
4. Any culpable violation of paragraphs (1), (2) or (3) shall constitute a material breach of an essential element of this Agreement, and the [Exporter/Seller] shall be entitled to seek appropriate remedies, including, but not limited to:
   1. immediate termination of this Agreement for just cause; and
   2. a penalty of 20% of the total value of the net value of the respective order whereas the [Importer/Buyer] is expressly permitted to prove that a damage has either not occurred or is substantially less than the penalty.
5. The [Importer/Buyer] shall immediately inform the [Exporter/Seller] about any problems in applying paragraphs (1), (2) or (3), including any relevant activities by third parties that could frustrate the purpose of paragraph (1).

The [Importer/Buyer] shall make available to the [Exporter/Seller] information concerning compliance with the obligations under paragraph (1), (2) and (3) within two weeks of the simple request of such information.

7.4.) No penalty shall be chargeable to Camuna Cavi unless expressly agreed in writing, and in any case damages and additional compensation are excluded.

7.5) It is the express responsibility of  the Client to verify any restrictions on the export of Products and take charge to perform the providing and checking of the completeness of documentation as might be necessary.

7.6) The standard supply of Camuna Cavi includes a copy of the Bulletin of Testing and Test Report. Other technical documentation relating to  Goods subject of the Contract is excluded from the supply. Such documentation can be separately provided  upon an additional charge equal to 1% of the value of the Goods with a minimum of 500 (five hundred) EURO.

8) TESTING

8.1) Testing of the Goods will be in accordance to the Testing Standards provided for in the Control Plan of Camuna Cavi.

8.2) In case there is an attended Test, this will be preferably carried out at the plant of Camuna Cavi upon notice given by Camuna Cavi of: " Materials ready for Testing" to be sent as determined in the Order Confirmation. For the said attended Testing a flat fee of 1,000 (one thousand) EURO per day shall be required.

Testing not provided for by Camuna Cavi Control Plan shall be invoiced separately and must be requested in advance in writing.

8.3.) If, within 10 days of notice of " Materials ready to Testing", the Client does not communicate his availability to attend at the Testing or, despite having expressed his intention to attend at the Testing , he does not attend, Camuna Cavi is considered automatically entitled to carry out the NOT attended Testing and, at its completion, to issue an invoice. Once Testing results are positive, positive Testing Report shall be draft,  Testing shall be deemed for all purposes accepted by the Client and the Goods will be packaged.

8.4.) In the case of Testing carried out in the presence of the Client, “Testing Report” shall be draft , that shall be deemed fully accepted by the Client if he signs it.

8.5.) Any costs incurred by the Client in relation to assistance / carrying out of the Testing, including travel and accommodation expenses will be borne exclusively by the Client.

8.6.) On the issue of the positive Testing Report, the Client loses any right, warranty, claim and objection relating to:

1. defects of conformity to Technical Specifications of the products;
2. defects of products which, with due care, could have been detected with the testing.

 Without prejudice for defects specifically claimed in the Testing Report.

9) WARRANTY

9.1) Camuna Cavi warrants that the products:

1. they are free from defects in materials or workmanship provided they are used (or stored) under normal and proper conditions of use (or storage);
2. they comply with the Technical Specifications;

9.2) The warranty has a duration of 12 (twelve) months from the date of delivery of the products and may not be suspended under any circumstances or prolonged as a result of lack of use of the products, even if not collected and left in storage at the warehouses of Camuna Cavi or returned because in warranty repair.

9.3) Camuna Cavi is not liable for any lack of conformity and defects of the Products or any part thereof:

1. arising, even indirectly, from drawings, models, materials, projects, documents, information Technical, semi-finished products, component and any other good or product , incorporated or not in the Products, that has been indicated or requested by the Client and / or by third parties, for any reason on behalf of the Client;
2. arising from, or connected to, normal deterioration due to 'wear and tear;
3. resulting from failure or incorrect compliance by the Client with the rules provided in the manual of instruction published on the official website of Camuna Cavi or provided by Camuna Cavi with the Products;
4. arising from incorrect use and / or operation of the Products or accidents caused by negligence, incompetence and recklessness on behalf of the Client;
5. resulting from failure or improper storage and / or wear and tear and/ or voltage overload of the Products by the Client or by changes, repairs and / or replacements made ​​by the same without the written consent of Camuna Cavi;
6. not due to defects in design and / or engineering processing and / or materials

9.4.) The guarantee is also excluded in the event that:

1. Camuna Cavi is not put in a position to promptly perform the necessary repairs or replacements of defective Products;
2. products or parts thereof are used despite defects of the same are found.

9.5.) The products shall be deemed accepted by the Client if, within 8 days of receipt, the Client does  not formally notify in writing the presence of defects  that the same complains about. In the event of hidden defects, the formal notice must be sent within 8 days from the discovery of the defects. In both cases, upon receipt of the notice Camuna Cavi shall be entitled have the right to check, with the procedures deemed more appropriate and at its sole discretion, the existence or not of the defect  complained and notified. Following receipt of a due notice Camuna Cavi, having established the existence of the alleged defects, may at its sole discretion, and alternatively:

1. replace defective Products free of charge for the Client;
2. carry out or make carry out by a third party at its own expense repairs;
3. refund to Client the Price he paid for the products proved to be defective.

In any case, unless otherwise agreed in writing, any replaced parts or products must be returned to Camuna Cavi.

9.6) No Product shall be returned by the Client without the prior written consent of Camuna Cavi. In any event, the costs and risks of transport shall be borne by the Client. If Camuna Cavi shall confirm the non compliance of the products, a credit note shall be issued to the Client.

9.7) No other legal or conventional warranty, implied or express, will be provided by Camuna Cavi.

9.8) In any case, liability of Camuna Cavi for:

1. any cost, expense, loss, direct and / or indirect, incidental or consequential damages suffered by the Client  for defective Products and / or non-compliance of Products;
2. any damage, costs or loss to persons and / or property arising from the operation and use of the Products,

may not exceed 20% of the Price of the Supply itself and will not prevent Camuna Cavi to enforce the bank guarantee, if issued by the Client.

9.9) In no case periods of limitation and prescription of art. 1495 Italian Civil Code can be considered as extended.

10) FORCE MAJEURE

10.1) The Client shall be liable for failure or delay in the execution of his obligation towards a Camuna Cavi to the extent that such failure or delay is attributable to war and / or terrorist events occurring in areas deemed "at risk" by Public Bodies whereby the supply of the Order object is to be delivered.

10.2.) Camuna Cavi shall not be liable for failure or delay in the execution of the Order to the extent that such failure or delay is attributable to the acts and / or events beyond its usual control such as, without limitation, fires flooding, strikes, lock-outs, and other impediments to the usual performance of the working activity; to be hereinafter defined events of Force Majeure.

10.3.) If Camuna Cavi is unable to perform, or to perform on schedule, its obligation due to Force Majeure, shall immediately inform in writing the other Party indicating an estimate of the timing and extent of such cause of Force Majeure.

11) TERMINATION

Should the Client intend in any form or at any time to proceed to termination of the Contract, Camuna Cavi will be entitled to reimbursement of all demonstrable costs reasonably incurred until then and for all subsequent charges deriving from the cancellation of the contracts with its Suppliers of services and raw materials.

12) TERMINATION CLAUSE AND EXCEPTION OF BREACH

12.1) The Parties acknowledge that the obligation of payment undertaken by the Purchaser, with the terms set in the Order accepted and confirmed, has essential nature; Parties therefore recognize and mutually agree that failure or delay in payment, even partial, at the expiry of each invoice will result in termination with immediate effect of Contract pursuant to art. 1456 Italian Civil Code, whereby Camuna Cavi reserves to invoke this clause to make the same operating by law when the said company states to be willing to avail itself of this clause. 

12.2)  Camuna Cavi, for contracts relating to the supply of Goods delayed and / or in instalments , reserves the right to rise the exception of non-performance pursuant to art. 1460 Italian Civil Code and  to act obtain compensation for additional damage and to that the effect to withhold its own performance.

13) TECHNICAL INFORMATION

All technical information entailed in brochures, catalogs and on the website are purely descriptive. No liability can be charged to  Camuna Cavi for any printing errors or in translation, nor for any statements of third parties regarding the use, title, suitability of products.

14) INDEMNITY AND INSURANCE

14.1.) The Client shall be required to defend, hold harmless and indemnify Camuna Cavi, its officers directors, employees, representatives, agents, successors and assignees, in their position of employees or not, from any suit or legal proceedings, as well as any claim, demand, loss, judgment, fine, damage, cost, expense or liability, including by way of example, litigations for personal injury or damage to personal or real property or to environment, resulting from and determined by any legal action or omission or issued by or brought against  the Client, its agents, employees, suppliers.

14.2.) The Client agrees to indemnify Camuna Cavi from fees  and expenses due to lawyers, or other expenses incurred by , if the Client should issue Court proceeding or litigation.

14.3) Liabilities of Camuna Cavi are limited to the obligations as set in each supply and in these General Condition of Sale. In no event Camuna Cavi could be held liable for indirect or intangible damages. The Party claiming any liability to the other, as part of his obligations, is required to act with due care in order to reduce the damage, and / or to prevent the occurrence of further damage. The Client undertakes to promptly inform Camuna Cavi in case occur situations such to indicate that Camuna Cavi might suffer damages of any kind; in any case, it will pay the compensation referred to in above paragraphs.

15) JURISDICTION

Any dispute relating to or in any way connected to these General Conditions of Sale and / or the execution and / or interpretation of the Contract of sale that may arise, shall be referred to the exclusive Jurisdiction of the Court of Milan.

16) CIVIL CODE

For all matters not provided for in these General Conditions of Sale the Parties shall refer to the provisions of the articles of the Italian Civil Code, deeming applicable, also with regard to contracts signed with foreign companies or for materials supplied abroad, the governing rules of Italian law.

Pursuant and to the effect of Articles 1341 and 1342 of the Civil Code parts, after careful reading, expressly declare to approve the following clauses: Art. 4) TOLERANCE - Art. 5) PAYMENTS – Art. 6) LATE PAYMENTS AND INTEREST Art. 7) METHOD AND DELIVERY TERMS - Art. 8) TESTING - Art. 9) WARRANTY - Art. 10) FORCE MAJEURE - Art. 11) TERMINATION - Art. 12) TERMINATION CLAUSE AND EXCEPTION OF BREACH – Art. 14) INDEMNITY AND INSURANCE - Art. 15) JURISDICTION - Art. 16) CIVIL CODE