These General Conditions of Sale apply to all orders accepted by CAREL S.p.A., with registered office in Via dell’Industria, 11
- 35020 Brugine - Padova - Italy (hereinafter called “Seller”) from any individual or body corporate having registered office
or domicile in Italy or abroad and exercising its own commercial, business or professional activity (hereinafter called the
“Purchaser”) and govern all sales of goods specified in the catalogues of the Seller (hereinafter called the “Products”).
Conditions differing from those contained herein will be effective only subject to written acceptance.
1. Products
1.1 The Products subject of these sales are those specified in the catalogues of the Seller or on the Seller’s web site
(www.carel.com), with the technical specifications and drawings contained therein.
In case the Products are developed and manufactured according to the Purcheser’s specifications, the relevant technical
specifications are part of a separate contract between the Seller and the Purchaser.
1.2 The Purchaser declares that, prior to the purchase, he has carefully examined all the technical documentations and
manuals of the Products and he has verified the technical compatibility of his machineries and devices with the Products.
2. Orders
2.1 Orders, both direct and indirect, are always subject to acceptance by the Seller. The order confirmation will describe
the Products sold according to the Seller code (on request also according to the Purchaser’s code) and will define
the quantity of each product, the unit price, the delivery terms, the transport and payment conditions. No order will
be considered binding for the Seller until it has been accepted with confirmation issued by the latter.
2.2 All the orders must be made in writing by the Purchaser. Orders for special products or for products made according
to Customer’s specifications may under no circumstances be cancelled by the Purchaser, once they have been accepted
by the Seller.
2.3 If the terms of payment of previous shipments are not observed, the Seller is allowed to interrupt the supply of products
even in case of orders already confirmed and not yet shipped.
3. Prices and Payment Conditions
3.1 The prices contained in the Seller’s price list are binding if accepted by order confirmation of the Seller, unless said order
confirmation specifies otherwise. The Purchaser shall immediately notify the Seller of all errors and omissions of any type
in the payment conditions and in the prices contained in the acceptance document.
3.2 Prices do not include VAT and other taxes, customs duties or other charges that may be due on the Products in the
country of the Purchaser and are expressed in the currency of the Seller’s country unless agreed otherwise.
3.3 The Seller also reserves the right to change the terms of payment of the Purchaser when, in its opinion, the financial
conditions of the Purchaser and records of previous payments suggest that it is expedient to do so. The terms of payment
are specified in the order confirmation. The invoicing value date is essential for payments.
For payments from abroad, expenses for the transfer of funds from the foreign bank to the Italian bank will be sustained
entirely by the Purchaser. 4. Delivery Terms and Risks
4.1 The delivery terms specified in the order confirmation are not binding; in any case, the Seller will make all efforts to
observe the delivery dates or periods specified in the confirmation.
4.2 In the event of delayed delivery due to circumstances beyond the reasonable control of the Seller, such as (but not
limited to) force majeure, strikes, unrest, accidents or conflicts, including any delay by the product manufacturing
subcontractors or other, the Seller will have the right, as it chooses, either to extend the permitted delivery period for
a period equal to the duration of said cause or to cancel the sale, and in both cases will be exempt from all liability
vis-à-vis the Purchaser in relation to the delayed or failed delivery. Under no circumstances will the Seller be liable
for delayed or failed delivery due to shortage of products.
4.3 Delivery terms and risks relating to the Products will be specified in the confirmation order and according to
INCOTERMS 2000. If not otherwise specified, Products are sold ex CAREL works (INCOTERMS 2000).
5. Complaints
5.1 The Purchaser will examine the Products immediately and with all due diligence and attention when they arrive at its
premises and will inform the Seller without delay of any omission, defect or non-conformity encountered. Notification by
the Purchaser of the omission, defect or non-conformity of the Products shall be made in writing by and no later than
5 days from receipt of the Products and shall contain the indication of the Product code and number as well as a full
description of the defects and omissions detected. Once 5 days have elapsed from receipt of the Products by
the Purchaser, as resulting from the transport documents, without the Purchaser having notified any lack or
non-conformity of the Products, the latter will be considered definitively accepted by the Purchaser.
5.2 Further to the complaint, the Seller will provide either for replacement of the faulty Products or refund of the amount
paid by the Purchaser for their purchase. The Seller is entitled to test the Products when they are returned and to charge
the Purchaser for all costs sustained by the Seller in the event of the product turning out to be not faulty.
6. Returns
6.1 All material returned due to causes that can be attributed to the sales representative must be previously authorised by
such sales representative.
The delivery document accompanying the goods returned must describe the exact details of the sales invoice.
Returns will not be accepted for goods sold more than 12 months prior to return. The value of the goods returned due to
causes other than errors by the sales representative will be reduced by 20% from the purchase price, to cover administra
tion, handling and testing costs. The goods returned will only be accepted with carriage paid by the sender.
In any case, the material returned must not show any sign of tampering and must come in the original packaging. Othe
rwise, in addition to the devaluation described above, the cost of restoring the goods to as-new condition will also be char
ged.
The goods will not be accepted at the representatives store if such instructions are not observed .
7. Product Liability
7.1 Some of the Sellers Products might be used in machineries and/or for actvities different from those indicated by
the Seller; the Purchaser shall be held liable and responsible for the technical assessment to use the Products in such
different devices and/or in such different ways.
7.2 The Seller will be solely liable for damages caused to the Purchaser as an immediate and direct consequence of its
own negligent or culpable non-fulfilment of the obligations under the contract. Under no circumstances will the Seller
be liable for indirect damages sustained by the Purchaser or third parties, for example, but not limited to, damage
to image, loss of profit, production, contracts, penalties or refunds of any type, etc.
8. Competent Court and Applicable Law
8.1 All contractual or extra-contractual disputes concerning the interpretation, validity, effectiveness, execution or termination
of this Contract will be referred exclusively to the Italian Judicial Authorities, Court of Padua (Italy). Without prejudice
to the previous provision, the Seller is also entitled to refer all the disputes arising out from the Contract to the competent
court of the Purchasers premises.
8.2 This Contract will be interpreted and governed according to the Italian law.
