General terms of sale
General terms and conditions of sale
1) Definitions
For the purpose of these general terms and conditions of sale (hereinafter referred to as “Terms of Sale”), the following terms shall have the meanings given to them below:
- “Seller”: COVIS srl
- “Production Facilities” of Seller: 1) Carrè (VI), Via Astico, n.1; 2) Asigliano Veneto (VI), via Ca’ D’Oro n.650;
- “Materials, Products and Services / Supply”: Materials (Materials in general), Products (semi-finished and/or finished products), Services (Services and ancillary activities) purchased from the Seller under the agreement with the Customer;
- “Customer”: any company, agency or legal entity that purchases Products from COVIS srl;
- “Products”: goods manufactured, assembled and/or sold by COVIS srl;
- “Order(s)”: any proposal for the purchase of Products sent by the Customer to COVIS srl;
- “Sale(s)”: any sale agreement executed by and between COVIS srl and the Customer following receipt by the Customer of the written confirmation of the Order by COVIS srl;
- “Intellectual Property Rights”: all intellectual and industrial property rights of COVIS srl including, but not limited to, right relating to: patents for inventions, designs or templates, utility models, trademarks, know-how, technical specifications, data, whether registered or not, and any application or registration relating to these rights and any other rights or forms of protection of a similar nature or having an equivalent effect.
- “Essential term”: pursuant to article 1457 of the Italian Civil Code, the date past which the performance would be not in the interest of the Buyer with the consequence that the failure to fulfill the Sale automatically results in the termination of the contract.
2) Purpose
These Terms of Sale apply to all Sales of Products. In the event of any inconsistency between the terms and conditions under these Terms of Sale and the terms and conditions agreed in the single Sale, the latter shall prevail. COVIS shall not be bound by general terms and conditions of purchase of the Customer (hereinafter “GTCP”) , including in the event they are referenced in full or in part, or these are contained in the orders or any other Customer document, without the prior written approval of COVIS. The GTCP shall not be binding on COVIS not even as a result of tacit consent.
3) Orders and Sales
3.1 The Customer shall send COVIS specific Orders containing descriptions of the Products, technical specifications, reference drawings, Bills of Materials or Data Base Instructions (if any), the required quantity, the price and terms of delivery.
3.2 The sale shall be considered executed: (i) when the Customer receives written confirmation, including by registered e-mail or fax, from COVIS in full compliance with the terms and conditions of the Order or (ii), in the event that the Customer receives written confirmation containing differing terms from COVIS, it shall be considered a counter-proposal and shall be deemed accepted by the Customer, also implicitly, by sending technical specifications or advance payments. In the latter case the latest proposal received by the Customer from COVIS is considered accepted.
3.3 Orders regularly accepted by COVIS shall be binding for the Customer who shall pay the agreed amount. Cancellation of Orders received after Order confirmation and hence following the execution of the relevant Sale cannot be accepted and shall be considered null and void.
4 ) Price of Products
4.1 The prices of Products are those specified in the price list of COVIS in force at the time the Order is placed by the Customer or, if the Product is not included in the price list or the price list is not available, those specified in the Quote and confirmed in writing by COVIS upon accepting the Order. Unless otherwise agreed in writing by the Parties, said prices shall be calculated ex works, excluding VAT and discounts. Such prices do not include the cost of shipping and transport from the premises of COVIS to those of the Customer. These costs shall be borne separately by the Customer.
4.2 COVIS will retain ownership of the Products until full payment of the price thereof.
4.3 COVIS reserves the right to change prices in the event of increases in the costs of raw materials or semi-finished products in exceeding of 5 % of the price in force at the time of order.
5 ) Terms of Delivery
5.1 Unless otherwise agreed in writing by the Parties, COVIS shall deliver the Products Ex Works (Incoterms®2010) at its Production Facilities stated in the Order confirmation. If requested, COVIS shall provide for the transport of the Products at the risk, cost and expense of the Customer.
5.2 The terms of delivery are approximate and are not essential terms in accordance with article 1457 of the Italian Civil Code and, in any case, shall not include the needed transport time.
5.3 Except as provided for in article 5.2 above, COVIS shall not be held liable for delays or failure to deliver due to unforeseeable circumstances or force majeure events.
6) Transport
Unless otherwise agreed by the Parties in writing, transport shall always be at the expense and risk of the Customer.
7) Payments
7.1 Payments shall be made in accordance with the terms of payment agreed in each executed Sale.
7.2 Non-payment or delay in payment exceeding 15 days shall entitle COVIS to suspend the delivery of the Products pursuant to article 1460 of the Italian Civil Code and to terminate each executed Sale. The suspension of the delivery of Products or termination of the Agreements shall not entitle the Customer to claim damages for any reason whatsoever.
7.3 It remains understood that any claim relating to the Products and/or their delivery thereof, shall not in any case entitle Customer to suspend or delay the payment of the Products.
8) Nonconformity
Any non compliance between the Products delivered to the Customer with respect to the type and quantity specified in the Order as well as in case of apparent defects or evident non compliance, must be reported to COVIS in writing upon delivery in the case of visible defects or obvious discrepancies and in any case within five days from the date of delivery, under penalty of forfeiture. If the complaint is not notified within the above deadline, the delivered Products shall be considered compliant to those agreed in the relevant Sale.
9) Warranty
9.1 Unless otherwise agreed by the Parties in writing, COVIS guarantees that the products are free from flaws/defects (with the exception of those parts of the Products that are not manufactured by COVIS) for a period of one year from the date of delivery thereof to the Customer.
9.2 The warranty does not apply to those Products whose defects are due to (i) damage caused during transport; (ii) negligent or improper use thereof; (iii) failure to follow instructions provided by COVIS concerning the operation, maintenance and conservation of the Products; (iv) repairs or changes made by the Customer or third parties without prior written authorization of COVIS.
9.3 Provided that the Customer complaint is covered by the warranty and notified in the terms set out in this article, COVIS undertakes, at its discretion, to replace or repair each fault and/or defective Product or parts thereof.
9.4 The Products subject of a complaint are to be sent immediately to a production plant of COVIS, or elsewhere that it may specify case by case, at the expense of the Customer unless otherwise agreed by the Parties, in order to allow COVIS to complete the necessary checks. The warranty does not cover damage and/or defects in the Products arising from issues caused by, or related to, parts assembled/added directly by the Customer or by the end consumer.
9.5 In any case, the Customer is not entitled to claim warranty rights with COVIS if the price of the Products has not been paid at the conditions and terms agreed, or if the Customer is otherwise in default with COVIS.
9.6 COVIS guarantees the conformity of the Products to the rules and regulations only if expressly referred to by COVIS. Any other guarantees shall require a specific written document. No other warranty, either express or implied, such as, for example, the warranty of suitability for a specific purpose, is granted with respect to the Products.
9.7 Without prejudice to the provisions set out in Article 9.3 above and without prejudice to the cases of willful misconduct or gross negligence, COVIS shall not be liable for any damage incurred and/or related to Product defects. In any case, COVIS shall not be liable for any indirect or consequential damage of any nature including, without limitation to, losses resulting from inactivity of the Customer or loss of earnings.
10) Intellectual Property Rights
Any and all Intellectual Property Rights are exclusive property of COVIS and their communication or use under these Terms of Sale does not give rise to any right or claim of the Customer over these. The Customer undertakes to refrain any act inconsistent or in violation with the ownership of the Intellectual Property Rights.
11) Express Termination Clause
COVIS may terminate an individual Sale, pursuant to and for the purposes of article 1456 of the Italian Civil Code, at any time by written notice to be sent to the Customer in the event of breach of the obligations laid down herein (Section 3.1: elements that Orders shall contain; Section 3.3 and Section 7.1: payment of the agreed amount; Section 10: the Customer undertakes to refrain any act inconsistent or in violation with the ownership of the Intellectual Property Rights).
12) Governing Law and Place of Jurisdiction
This Agreement is governed by the Italian law. The Parties acknowledge and declare that the Court of Vicenza has exclusive jurisdiction upon any disputes related to this agreement.
According and pursuant to articles 1341 and 1342 of the Italian Civil Code, the Customer declares to have read and expressly approved the following articles:
3) Orders and Sales 4.2 COVIS will retain ownership of the Products until full payment of the price thereof. 4.3 COVIS reserves the right to change prices in the event of increases in the costs of raw materials or semi-finished products exceeding of 5 % of the price in force at the time of order.
5 ) Terms of delivery 7.2 Non-payment or delay in payment exceeding 15 days
8) Nonconformity
9) Warranty
11) Express termination clause
12) Governing law and place of jurisdiction