1.1 For the purposes of these general conditions of sale (hereinafter referred to as “Conditions of Sale”), the following terms will have the meaning attributed to them below:
“CPT”: CPTRADE s.r.l.;
– Customer”: any company, body or legal entity that purchases the CPTRADE Products;
– “Products”: the goods produced, assembled and / or sold by CPTRADE;
– “Order / s”: each proposal for the purchase of the Products forwarded by the Customer to CPTRADE exclusively by fax, e-mail and / or the Mosaic System;
– “Sale (s)”: each sales contract concluded between CPTRADE and the Customer as a result the receipt by the Customer of the written acceptance of the Order by CPTRADE;
– “Brands”: all brands of which CPTRADE is the owner or licensee;
– “Intellectual Property Rights”: all intellectual and industrial property rights of CPTRADE, including, without limitation, the rights relating to: patents for inventions, designs or models, utility models, trademarks, know-how, technical specifications, data, have been such rights registered or not, as well as any question or registration relating to these rights and any other right or form of protection of a similar nature or having equivalent effect.
2.1 These Conditions of Sale apply to all Sales of Products. In the case of contrast between the conditions and terms set out in these Conditions of Sale and the conditions and terms agreed in the single Sale, the latter will prevail CPT will not be bound by general conditions of purchase of the Customer (hereinafter, “GCP”), even in the event that refer to them or are contained in orders or any other documentation of origin of the Customer, without the prior written consent of CPT. The GCI will not be binding for CPT not even by effect of tacit consent.
2.2 CPT reserves the right to add, modify or delete any provision of the these Conditions of Sale, it is being understood that such additions, changes or cancellations will apply to all Sales concluded after the thirtieth day following notification to the Customer of the new Conditions of Sale.
3) Orders and Sales
3.1 The Customer must send CPT specific Orders containing the description of the Products, the quantity requested, the price and terms required for delivery.
3.2 The Sale must be considered concluded: (i) when the Customer receives from CPT a written confirmation (this confirmation can be sent by e-mail, fax or electronic means) in accordance with the terms and conditions of the Order (ii) or, in the event that the Customer receives from CPT a written confirmation containing terms different from those contained in the Order, after three working days from the date of receipt of the confirmation containing different terms without the aforementioned period receives a written complaint from the Customer to CPT; (iii) or, in the absence of written confirmation by CPT, when the Products are delivered to the Customer.
3.3 Orders regularly accepted by CPT cannot be cancelled by the Customer without the written consent of CPT.
4) Price of the Products
4.1 The prices of the Products will be those indicated in the CPT price list of reference at the moment forwarding of the Order by the Customer or, if the Product is not included in the price list or the price list is not available, those indicated in the Order and confirmed in writing by CPT at time of acceptance of the Order.
4.2 CPT will retain ownership of the Products until the full payment of the price of the themselves. The Customer must fulfil all the formalities required by local laws in order to return this retention of title clause is valid and enforceable against all third parties also by registering in any specific register, where locally required.
4.3 CPT reserves the right to modify unilaterally, without notice and with effect immediate, the prices listed in the price list in cases where the adjustment is due to circumstances that are beyond CPT’s control (by way of example only: an increase in the price of raw materials and job costs or changes in exchange rates).
In all other cases, the change will be communicated to the Customer and will affect all Orders received by CPT starting from the thirtieth day following the date on which the changes were notified to Customer.
5) Terms of delivery
5.1 Unless otherwise agreed in writing between the parties, CPT will deliver DAP products to customers’ factories or homes, as well as this term is defined in the INCOTERMS 2010 published by the Chamber of Commerce international in their most updated version, in force at the time of delivery.
5.2 Delivery must take place within the deadline indicated in the Order as accepted in order confirmation or, if the deadline has not been indicated in the Order, within the deadline of 60 (sixty) days starting from the first working day following the confirmation of the single Order. The terms of delivery are indicative and are not essential terms pursuant to art. 1457 of the Civil Code and, in any case, do not include transport times.
5.3 Except as provided by the previous art. 5.2, CPT will not be held responsible for delays or failure to deliver due to circumstances beyond its control, such as by way of example only and without claiming to be exhaustive:
5.4 The occurrence of some of the events listed above will not entitle the Customer to request the compensation for any damage or compensation of any kind.
6.1 CPT, pursuant to art. 5.1, is asked to take care of the transport of the Products, will choose the means of transport that it deems most appropriate in the absence of specific instructions from the Customer.
7.1 Unless otherwise agreed in writing between the parties, CPT, at its discretion, will issue invoices to time of order acceptance or delivery of the Products.
7.2 Payments must be made in Euros and within the deadline indicated on the invoice.
7.3 Failure to pay within the agreed time will entitle CPT to ask the Customer for the payment of overdue interest at the euribor reference rate of the moment.
7.4 Non-payment or late payment of more than 30 days will give CPT the right to suspend the delivery of the Products and terminate each single sale signed. The suspension of the delivery of the Products or the termination of Sales will not give the right to Customer to claim any damages.
7.5 Any complaint relating to the Products and / or the delivery of the same cannot in any case justify the suspension or delay in payment.
8.1 Any discrepancy of the Products delivered to the Customer with respect to the type and quantity indicated in the Order must be reported in writing to CPT within five days from the date of delivery. If the complaint is not communicated within the aforementioned term, the Products delivered will be considered as conforming to those ordered by the Customer.
9.1 Unless otherwise agreed in writing between the parties, CPT guarantees that the Products are exempt from defects / defects for a period of one year starting from the date of delivery of the same to the Customer.
9.2 The warranty will not operate with reference to those Products whose defects are due to (i) damage caused during transportation; (ii) negligent or improper use of the same; (iii) non-compliance relating to the operation, maintenance and conservation of the Products; (iv) repairs or changes made by the Customer or by third parties without the prior written authorization of CPT.
9.3 Provided that the Customer’s complaint is covered by the warranty and notified within the terms of referred to in this article, CPT will undertake, at its discretion, to replace or repair each Product or parts thereof that show flaws or defects.
9.4 The Customer must report in writing to CPT the presence of flaws or defects within 8 (eight) days from the delivery of the Products in the case of faults or defects.
9.5 The Products object of the complaint must be immediately sent to the appropriate locations communicated in writing by CPT, or in any other place than the latter will indicate from time to time, at costs and expenses charged to the Customer, unless otherwise agreed between the parties in order to allow CPT to carry out the necessary checks.
The warranty does not cover damage and / or defects of the Products deriving from anomalies caused by, or connected to, parts assembled / added directly by the Customer or by the final consumer If, within of this warranty, a defective Product or component is replaced, ownership of the replaced Product or component will be transferred back by the Customer to CPT.
9.6 In any case, the Customer will not be able to assert the warranty rights towards CPT if the price of the Products has not been paid under the agreed terms and conditions, even if the failure to pay the price under the agreed terms and conditions refers to Products other than those for which the customer intends to enforce the guarantee.
9.7 CPT does not recognize any guarantee regarding the conformity of the Products with the rules and regulations of countries that do not fall within or do not belong to the European Union. No other guarantee, expressed or implied, such as, by way of example, the guarantee of proper functioning or suitability for a specific purpose, is granted with reference to the Products.
9.8 Without prejudice to what is indicated in the previous art. 9.3 and except in the case of wilful misconduct or negligence serious, CPT will not be liable for any damage deriving from and / connected to the defects of the Products. In any case, CPT will not be held responsible for indirect or consequential damages of any nature such as, by way of example, losses resulting from the inactivity of the Customer or the loss of earnings.
9.9 In the event that an identical defect of a Product occurs repeatedly and is attributable to same cause during the period of 12 months from delivery of the Products to the end customer and, in any case, no later than 24 months from delivery to the Customer, CPT will reimburse, within the limits set out in subsequent art. 9.10, all direct damages borne by the Customer and appropriately documented in relation to a campaign to withdraw the defective Products from the market, and any other costs supplement relating to the repair and replacement of the Products, provided that the Customer reasonably committed to limiting the losses CPT could have suffered. The client will follow CPT’s instructions for the withdrawal of the Products from the market.
9.10 In any case, the Customer’s right to compensation for damages will be limited to an amount maximum equal to the value of the Products showing defects or vices.
10) Intellectual Property Rights
10.1 The Intellectual Property Rights (where indicated) are the total and exclusive property of CPT, their communication or use in the context of these Conditions of Sale does not create, in relation to them, no right or claim of the Customer. The Customer undertakes not to perform any act incompatible with the ownership of Intellectual Property Rights.
11) Express termination clause for products in the catalogue or special solutions customized.
11.1 CPT will have the right to terminate, pursuant to and for the purposes of art. 1456 of the Italian Civil Code, at any time by written communication to be sent to the customer, the single Sale in the event of non-fulfilment of the obligations provided for in articles: 4 (Price of Products); 7 (Payments); 10 (Intellectual Property Rights).
12) Change in the Client’s financial conditions
12.1 CPT will have the right to suspend the fulfilment of the obligations arising from the Sale of products, based on art.1461 of the Italian Civil Code, in the event that the financial conditions of the Customer become such as to seriously endanger the achievement of the consideration, unless a suitable guarantee is given.
13) Legal domicile, applicable law and jurisdiction
13.1 CPT is legally domiciled at its main office
13.2 The Conditions of Sale and each individual Sale will be regulated and interpreted in compliance with Italian law with the exclusion of the 1980 Vienna Convention on contracts international sales of movable goods.
13.3 All disputes arising from or connected to these Conditions of Sale and / or ad each Sale will be subject to the exclusive jurisdiction of the Court of Vicenza.
13.4 Except as agreed in the previous art. 13.3, CPT reserves the right, when promoter of a legal action as a plaintiff, to bring such action in the place of residence of the Customer, in Italy or abroad.